Pub Date : 2019-03-15DOI: 10.1093/HE/9780198786634.003.0012
Lee S. Roach
This chapter looks at the various ways in which a director can cease to be a director: resignation; vacation of office in accordance with the articles; retirement by rotation; removal; and disqualification. A director can resign at any time by giving notice to the company, which must accept his resignation. A company's articles can specify what circumstances will cause a director to vacate office as well as require its directors to periodically vacate office and, if they so wish, seek re-election. Section 168 of the Companies Act 2006 (CA 2006) provides that a director can be removed from office by a company passing an ordinary resolution at a meeting. Meanwhile, under the Company Directors Disqualification Act 1986, a director can be disqualified from acting as a director, either by the court imposing a disqualification order; or by the Secretary of State accepting a disqualification undertaking from the director in question.
{"title":"12. Vacation of office and disqualification","authors":"Lee S. Roach","doi":"10.1093/HE/9780198786634.003.0012","DOIUrl":"https://doi.org/10.1093/HE/9780198786634.003.0012","url":null,"abstract":"This chapter looks at the various ways in which a director can cease to be a director: resignation; vacation of office in accordance with the articles; retirement by rotation; removal; and disqualification. A director can resign at any time by giving notice to the company, which must accept his resignation. A company's articles can specify what circumstances will cause a director to vacate office as well as require its directors to periodically vacate office and, if they so wish, seek re-election. Section 168 of the Companies Act 2006 (CA 2006) provides that a director can be removed from office by a company passing an ordinary resolution at a meeting. Meanwhile, under the Company Directors Disqualification Act 1986, a director can be disqualified from acting as a director, either by the court imposing a disqualification order; or by the Secretary of State accepting a disqualification undertaking from the director in question.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"1 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2019-03-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90255454","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-03-15DOI: 10.1093/HE/9780198786634.003.0009
Lee S. Roach
This chapter describes the board of directors' role, including the powers of the board, the division of power between the board and the members, and how the directors exercise their powers. In smaller companies, directors will manage the company and will delegate little, if any, of their powers. In larger companies, the directors will set the strategic direction of the company and will delegate much of their managerial powers to sub-board level managers. The powers of the board are a matter for the company's articles, with most articles providing that the board is responsible for managing the company and may exercise all the company's powers. Moreover, a company's articles usually provide the directors with the ability to delegate their powers to others. The principal method by which the board exercises its managerial powers is via board meetings.
{"title":"9. The role and powers of the board","authors":"Lee S. Roach","doi":"10.1093/HE/9780198786634.003.0009","DOIUrl":"https://doi.org/10.1093/HE/9780198786634.003.0009","url":null,"abstract":"This chapter describes the board of directors' role, including the powers of the board, the division of power between the board and the members, and how the directors exercise their powers. In smaller companies, directors will manage the company and will delegate little, if any, of their powers. In larger companies, the directors will set the strategic direction of the company and will delegate much of their managerial powers to sub-board level managers. The powers of the board are a matter for the company's articles, with most articles providing that the board is responsible for managing the company and may exercise all the company's powers. Moreover, a company's articles usually provide the directors with the ability to delegate their powers to others. The principal method by which the board exercises its managerial powers is via board meetings.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"201 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2019-03-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80188706","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-03-15DOI: 10.1093/HE/9780198786634.003.0019
Lee S. Roach
This chapter describes the UK's corporate transparency regime, including the statutory registers, the annual accounts and reports, the role of the auditor, and other notable disclosure obligations. Companies are required to keep a number of statutory registers, but private companies may instead elect to have Companies House keep the relevant information on its central register. Meanwhile, all companies are generally required to prepare accounts for each financial year, and these are known as ‘individual accounts’. Parent companies, in addition to preparing individual accounts, must also prepare group accounts. The annual reports consist of the strategic report, the directors' report, the auditor's report, and the directors' remuneration report. The role of a statutory auditor, which must be independent of the company, is to report on whether the company's accounts represent a fair and true view of the company's finances.
{"title":"19. Corporate transparency","authors":"Lee S. Roach","doi":"10.1093/HE/9780198786634.003.0019","DOIUrl":"https://doi.org/10.1093/HE/9780198786634.003.0019","url":null,"abstract":"This chapter describes the UK's corporate transparency regime, including the statutory registers, the annual accounts and reports, the role of the auditor, and other notable disclosure obligations. Companies are required to keep a number of statutory registers, but private companies may instead elect to have Companies House keep the relevant information on its central register. Meanwhile, all companies are generally required to prepare accounts for each financial year, and these are known as ‘individual accounts’. Parent companies, in addition to preparing individual accounts, must also prepare group accounts. The annual reports consist of the strategic report, the directors' report, the auditor's report, and the directors' remuneration report. The role of a statutory auditor, which must be independent of the company, is to report on whether the company's accounts represent a fair and true view of the company's finances.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"7 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2019-03-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85009628","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2019-03-15DOI: 10.1093/HE/9780198786634.003.0016
Lee Roach
This chapter assesses what share capital is. A share is an item of property that confers upon its holder rights as set out in the Companies Act 2006 (CA 2006) and the constitution. A public company must have an allotted share capital of at least £50,000, while private companies are not subject to a minimum share capital requirement. Who has the power to allot shares depends upon the type of company, the class of share being allotted, and how many other classes of shares the company has. However, shareholders generally have a right of pre-emption meaning that, when a company issues new shares, they have to first be offered to the existing shareholders. Meanwhile, a transfer of shares occurs where a shareholder sells or gifts his shares to another, while a transmission of shares usually occurs where shares pass from one person to another due to the operation of law.
{"title":"16. Share capital","authors":"Lee Roach","doi":"10.1093/HE/9780198786634.003.0016","DOIUrl":"https://doi.org/10.1093/HE/9780198786634.003.0016","url":null,"abstract":"This chapter assesses what share capital is. A share is an item of property that confers upon its holder rights as set out in the Companies Act 2006 (CA 2006) and the constitution. A public company must have an allotted share capital of at least £50,000, while private companies are not subject to a minimum share capital requirement. Who has the power to allot shares depends upon the type of company, the class of share being allotted, and how many other classes of shares the company has. However, shareholders generally have a right of pre-emption meaning that, when a company issues new shares, they have to first be offered to the existing shareholders. Meanwhile, a transfer of shares occurs where a shareholder sells or gifts his shares to another, while a transmission of shares usually occurs where shares pass from one person to another due to the operation of law.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"9 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2019-03-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84389302","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-10-08DOI: 10.4324/9780080938745-21
Douglas Smith
The research aimed to determine the effect of opinion shopping on audit fees and earning quality. The research also aimed to study the moderating role of the audit office’s characteristics in the relationship of opinion shopping with audit fees and earning quality in the applicable companies. To achieve this, an experimental study was conducted on the companies registered on the Egyptian Stock Exchange that conducted By changing the auditor during the period from 2015-2020, The findings of the analysis indicated: First : opinion shopping has significant positive effect on audit fees, second : opinion shopping has a negative significant effect on earning quality, third : The results showed the moderating role of the characteristics of audit office for the effect of opinion shopping on audit fees and earning quality, and in light of the findings of the research, a set of recommendations was proposed that aims to raise awareness of the phenomenon of opinion shopping, reduce its negative effects, and enhance the independence of the auditor.
{"title":"Auditors","authors":"Douglas Smith","doi":"10.4324/9780080938745-21","DOIUrl":"https://doi.org/10.4324/9780080938745-21","url":null,"abstract":"The research aimed to determine the effect of opinion shopping on audit fees and earning quality. The research also aimed to study the moderating role of the audit office’s characteristics in the relationship of opinion shopping with audit fees and earning quality in the applicable companies. To achieve this, an experimental study was conducted on the companies registered on the Egyptian Stock Exchange that conducted By changing the auditor during the period from 2015-2020, The findings of the analysis indicated: First : opinion shopping has significant positive effect on audit fees, second : opinion shopping has a negative significant effect on earning quality, third : The results showed the moderating role of the characteristics of audit office for the effect of opinion shopping on audit fees and earning quality, and in light of the findings of the research, a set of recommendations was proposed that aims to raise awareness of the phenomenon of opinion shopping, reduce its negative effects, and enhance the independence of the auditor.","PeriodicalId":10779,"journal":{"name":"Company Law","volume":"48 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-10-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"77607998","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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