Corporate Governance Sections
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Last updated 8:21 PM on 11/21/22
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33 Terms
1
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S. 158 CA 2014
Directors are at the heart of corporate governance, trustees.
2
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S.2 CA 2014
Share means a share in share capital of a company.
3
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S.66 CA 2014
Share is a personal estate - property right. Permits a company in issuing shares of special rights.
4
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S. 31 CA 2014
Creates a contract.
5
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S. 95 CA 2014
Confers absolute power on directors to refuse transfer.
6
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S.69 CA 2014
Pre-emption right of first refusal.
7
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S.212 CA 2014
Minority shareholder to make claim for minority oppression.
8
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S.89 CA 2014
10% of varied class can apply to have variation cancelled.
9
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S.191 CA 2014
Allows ordinary resolution. Minority protection.
10
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S.1008 CA 2014
PLC must have 2 directors.
11
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S.130 CA 2014
Company can not have corporate director.
12
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S.224 CA 2014
Director has a duty to have regard to interests of employees of the company. Sign a statutory declaration.
13
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S.48 CREDIT ACT 2010
Directors of financial institutions have duty to Minister of Finance.
14
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S.146 CA 2014
Shareholder can remove directors by OR - 28 day notice.
15
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S.249 CA 2014
Service contracts are limited to 5 years.
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S. 154 CA 2014
All members can inspect service agreement.
17
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S.162 CA 2014
Director can not be an auditor.
18
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S.192 CA 2014
Allows special resolution - needs CRO notification within 15 days.
19
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S.180 - 183 CA 2014
Allows for notice periods.
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S.175 CA 2014
Allows for AGM.
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S.196 CA 2014
Single member limited can dispense of AGM.
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S.178 CA 2014
Allows for EGM
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S. 177 CA 2014
Directors can convene EGM when they see fit.
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S.32 CA 2014
Allows amendment of constitution.
25
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S.223 CA 2014
All director duties are owed equally and ensuring compliance with CA.
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S.228 CA 2014
Outlines fiduciary duties of directors.
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S.176 CA 2014
Meetings can be held in one or more venues.
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S.144 CA 2014
Appointment of directors.
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S.197 CA 2014
Allows for class meetings.
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S.199 CA 2014
Minutes kept @ registered offices.
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S.193 CA 2014
Written resolutions are allowed,
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S.194 CA 2014
Safeguards for members with written resolutions. 7 days to challenge OR and 21 days for SR. Members recieve copies.
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S.38 CA 2014
Full individual capacity.
