BL - Directors - Misc

Question 1

Under s.175 a director cannot accept benefits from third parties, can the other directors authorise such a benefit? Can shareholders?

Answer 1

Directors = No. Must gather shareholder approval under s.239

Question 2

At what time must a director declare their interest in a proposed transaction under s.177?

Answer 2

Before the transaction is entered into

Question 3

How can a director give notice of their conflict of interest

Answer 3

• at BM
• in writing ahead of the BM to all other directors.

Question 4

Who are connected persons for the purposes of substantial asset transactions?

Answer 4

• immediate family inc. parents (does not include siblings or anyone else). 👨‍👩‍👦
• companies with 20% control (inc shares of connected persons) 🏭
• business partners and their connected persons 🎩🎩
• trustees of a trust where dir/connected persons are beneficiaries. 👻🎩

Question 5

What happens with long-term service contracts if the director is also a director of the company’s holding company?

Answer 5

If the director is also a director of any holding company, the shareholders of the holding company will also need to give approval.