COMPANIES BILL - Department of Trade and Industry

63(b)accompanied by sufficient information or explanatory material to enable areasonably alert shareholder who is entitled to vote on the resolution todetermine whether to participate in the meeting and to seek to influence theoutcome of the vote on the resolution.(5) At any time before the start of the meeting at which a resolution will beconsidered, a shareholder or director who believes that the form of the resolution doesnot satisfy the requirements of subsection (4) may seek leave to apply to a court for anorder—(a)restraining the company from putting the proposed resolution to a vote untilthe requirements of subsection (4) are satisfied; and(b) requiring the company, or the shareholders who proposed the resolution, asthe case may be, to—(i) take appropriate steps to alter the resolution so that it satisfies therequirements of subsection (4); and(ii) compensate the applicant for costs of the proceedings, if successful.(6) Once a resolution has been approved, it may not be challenged or impugned byany person in any forum on the grounds that it did not satisfy subsection (4).(7) For an ordinary resolution to be approved by shareholders, it must be supported bymore than 50% of the voting rights exercised on the resolution.(8) A company’s Memorandum of Incorporation may require—(a)(b)a higher percentage of voting rights to approve an ordinary resolution; orone or more higher percentages of voting rights to approve ordinaryresolutions concerning one or more particular matters, respectively,provided that there must at all times be a margin of at least 10 percentage pointsbetween the requirements for approval of an ordinary resolution, and a specialresolution, on any matter.(9) For a special resolution to be approved by shareholders, it must be supported byat least 75% of the voting rights exercised on the resolution.(10) A company’s Memorandum of Incorporation may permit—(a)(b)a lower percentage of voting rights to approve any special resolution; orone or more lower percentages of voting rights to approve special resolutionsconcerning one or more particular matters, respectively,provided that there must at all times be a margin of at least 10 percentage pointsbetween the requirements for approval of an ordinary resolution, and a specialresolution, on any matter.(11) A special resolution is required to—(a)(b)(c)amend the company’s Memorandum of Incorporation to the extent requiredby section 16(1)(c);approve the voluntary winding-up of the company, as contemplated in section80(1); orapprove any proposed fundamental transaction, to the extent required by PartA of Chapter 5.(12) A company’s Memorandum of Incorporation may require a special resolution toapprove any other matter not contemplated in subsection (11).Board, directors and prescribed officers5101520253035404566. (1) The business and affairs of a company must be managed by or under thedirection of its board, which has the authority to exercise all of the powers and performany of the functions of the company, except to the extent that this Act or the company’sMemorandum of Incorporation provides otherwise.(2) The board of a company must comprise—(a) in the case of a private company, or a personal liability company, at least one(b)director; orin the case of a public company, or a non-profit company, at least threedirectors.(3) A company’s Memorandum of Incorporation may specify a higher number insubstitution for the minimum number of directors required by subsection (2).(4) A company’s Memorandum of Incorporation—(a)may provide for—(i)the direct appointment and removal of one or more directors by anyperson who is named in, or determined in terms of, the Memorandum ofIncorporation;505560