2014年ACCA考试F4公司法和商法第十八章总汇1.docVIP

2014年ACCA考试F4公司法与商法第十八章总汇1 本文由高顿ACCA整理发布，转载请注明出处 　　18 Directors? 　　1 General 　　1.1 Types of director 　　Company may have in addition to its full time executive directors: 　　Non-executive directors : Part time 　　Generally have specific expertise. 　　Take objective standpoint and question executive directors actions. 　　De facto directors : Person who purports to act as or occupies position of director. 　　May as a consequence be treated as if they were directors. 　　See agency notes for possible liability. 　　Shadow directors : Not formally appointed. 　　Are persons in accordance with whose instructions directors are accustomed to act. 　　Have the same duties liabilities and obligations as any other director.? 　　1.2 Minimum numbers 　　(a) Private company: one director. 　　(b) Public company: two directors. 　　(c) Both private and public companies must also appoint a company secretary. This person cannot also be sole director.? 　　1.3 Persons eligible: 　　(a) Anyone can be appointed except: 　　(i) persons disqualified by the articles. 　　Table A disqualifies lunatics, or absentees from board meetings for more than 6 months without consent; 　　(ii) undischarged bankrupts; 　　(iii) companys auditor; 　　(iv) anyone over 70 unless: 　　(v) persons disqualified by Company Directors Disqualification Act 1986. 　　(b) Effect of order under CDDA 1986: 　　A person is disqualified from being 　　(i) a director/shadow director 　　(ii) liquidator/administrator/receiver 　　(iii) involved in any way in the promotion, formation or management of a company. 　　(c) Reasons for disqualification: 　　1 Conviction re indictable offence 　　2 Persistent failure to make returns. 　　(3 or more in last 5 years). 　　3 Fraud, or breach of duty in winding-up. 　　4 Unfitness. 　　5 Following investigation (DTI). 　　6 Following fraudulent or wrongful trading.? 　　1.4 Appointment, Retirement and Removal 　　(a) First directors: 　　Can be appointed by: 　　(i) subscribers to the memorandum 　　subscribers sign a notice of appointment; 　　(i