Full text: Secretarial practice

DIRECTORS 
[f members entitled to not less than one-fourth of the ag- Obligation 
sregate number of votes to which all the members of the com- to furnish 
pany are entitled make a written demand for the information, statement 
the directors must send to all the members within one month of remuners 
from the receipt of the demand a statement certified by the ’ 
auditors showing the aggregate amount of the remuneration or 
sther emoluments received in each of the three preceding 
financial years of the company by the directors for the time 
being, whether as directors or otherwise in connection with the 
management of the company. For this purpose any income 
tax, super tax, or sur tax paid by the company on behalf of a 
director must be added to the amount actually received by 
him. Moreover, if any director is also a director of any 
subsidiary company of the first-mentioned company, or of 
any other company by nomination, direct or indirect of the 
first-mentioned company, there must be included also in the 
aggregate amount any remuneration or emoluments received 
by such director as director of or in connection with the 
management of such subsidiary company or other company. 
The amount paid to any individual director need not be 
stated (s. 148). Moreover, if the company in general meeting 
within one month after receipt of the demand resolve that it 
be not furnished, the demand will be of no effect [s. 148 (I' 
proviso (i)]. 
The office of director may be vacated by disqualification, Vacation 
removal, resignation, or rotation. of Office. 
Disqualification depends upon the regulations of the com- 
pany; but the majority of companies provide in their regula- 
‘ions that a director vacates office when he becomes bankrupt 
and though under such a regulation a bankrupt may be 
appointed director [Dawson v. African Trading Co. (1898), 
1 Ch. 6]; he may not act in that capacity without leave of the 
Court (s, 142), or when he becomes lunatic; or without the 
consent of a general meeting accepts an office of profit under 
the company [Astley v. New Tivoli (1899), 1 Ch. 151]; or fails 
to acquire, or ceases to hold, his qualification shares [see s. 141 
(3)]; and where the articles so provide, a director automatic- 
ally vacates his office on the happening of the event which 
disqualifies him, and the board cannot waive the event, though 
the disqualification ceases, but the director is eligible for 
re-election on its cessation [Bodega Co. (1904), T Ch. 276]. 
‘Insolvent’ in a disqualification article means commercially 
insolvent in the ordinary acceptation of the term [James v 
Rockwood Colliery Co. (1912), 28 T.IL.R. 215: London © 
Counties Assets v. Brighton Grand Hall (1915), z K.B. 493; 
see, also, Sissons & Co. v. Sissons (1910), 54 SJ 8" An
	        
Waiting...

Note to user

Dear user,

In response to current developments in the web technology used by the Goobi viewer, the software no longer supports your browser.

Please use one of the following browsers to display this page correctly.

Thank you.