The implementation of measures to improve corporate governance has fallen largely within the company secretarial area and responsibilities.
Corporate governance has been described as ‘the system by which companies are directed and controlled’ (Cadbury Report, 1992). Companies’ legislation provides the basic framework of rules, e.g. by requiring certain decisions to be approved by the members. However, the overall regulatory framework still gives UK companies considerable freedom to establish their own governance arrangements. Codes of practice on corporate governance generally attempt to fill these gaps or impose higher standards.
From a smaller company’s point of view, who do not have a large number of shareholders and complex management criteria, corporate governance is largely concerned with the following issues:
A company may, by ordinary resolution, remove a director at any time. Special notice must be given to the company which intends to do so, and a copy of the notice must be sent to the director to whom it concerns. The director is entitled to make representations to the resolution and may also request that they are also circulated to the company's members. Should the company receive such special notice. When removing a director by this means, special care should be taken that the requirements of sections 168 and 169 are strictly complied with.
Providing that the special notice has been served on the company within the time limit specified in section 312, the resolution may be proposed at the company's next annual general meeting (AGM) or at an extraordinary general meeting (EGM).
BTC corporate staff will produce the necessary notice of meeting and agenda, draft the special resolution and complete form TM01.
A written resolution may not be used to remove a director from a company.
Our compliance team at BTC will:
This is an informal insolvency procedure; care should be taken in its use. A company may be struck off the register as a natural part of the cycle of the company, if the company has ceased to trade or if the company is no longer needed for the reasons it was set up for (for example, to protect a name). Our service includes: