COMPANIES: SUBSIDIARY LEGISLATION

COMPANIES: SUBSIDIARY LEGISLATION

COMPANIES (SHAREHOLDER’S CODE OF CONDUCT) ORDER

under ss. 73 and 74

G.N. 27/2016

1.    Citation

    This Order may be cited as the Companies (Shareholder’s Code of Conduct) Order.

2.    Scope of the Order

    This Order prescribes codes of conduct for shareholders of a private and public companies under sections 73 and 74.

3.    Codes of conduct for shareholders Schedule

Schedule

    (a) The code of conduct for shareholders of a private company shall be as prescribed in Part A of the Schedule to this Order.

    (b)    The shareholder’s code of conduct for public company shall be as prescribed in Part B of the Schedule to this Order.

para. 3

SCHEDULE

PART A
CODE OF CONDUCT FOR SHAREHOLDERS OF A PRIVATE COMPANY THIS CODE IS APPLICABLE TO ALL PRIVATE COMPANIES

1.    Interpretation

    Any term used in this Code, and which has been defined in the Act has the meaning ascribed to that term under the Act.

2.    Exemption from holding an annual general meeting

    A private company need not hold an annual general meeting.

3.    Resolution of a private company to comply with the Act

    (1) Where a private company elects to hold an annual general meeting, the procedures relating to meetings under the Act shall apply accordingly.

    (2) A resolution of a private company shall be validly passed at a general meeting if—

    (a)    a notice of the meeting and of the resolution is given to the members; and

    (b)    the meeting is held and conducted in accordance with the provisions of this Act and the company’s constitution.

4.    Circulation of resolutions and related expenses

    (1) A private company shall, where requested, send a copy of its resolutions to every eligible member—

    (a)    by hard copy to the member’s last known address; or

    (b)    in electronic format to a member’s electronic address.

    (2) The expenses of a company in complying with subsection (1) shall be met by the members who request the circulation of the resolution unless the company resolves otherwise.

    (3) Electronic address means any address or number used for the purposes of sending or receiving documents or information by electronic means.

5.    Resolution deemed an ordinary resolution unless specified

    Where in the provisions of this Code a reference is made to a resolution of a company which is not specified, the resolution shall be deemed to be an ordinary resolution unless the company’s constitution require a higher majority or unanimity, in which case it shall be a special resolution.

6.    Ordinary resolution

    (1) An ordinary resolution means a resolution passed by a simple majority of votes cast by such members of the company, as being entitled to do so, voting in person or by proxy at a general meeting, or such higher majority as is required by the company’s resolution.

    (2) Anything that may be done by ordinary resolution may also be done by special resolution.

7.    Special resolutions

    (1) A special resolution means a resolution passed by a majority of seventy-five per cent or, if a higher majority is required by a company’s constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the matter which is the subject of the resolution.

    (2) The notice for a meeting to pass a special resolution shall include the text of the resolution and specify the intention to propose the resolution as a special resolution.

    (3) At any meeting at which a special resolution is passed, a declaration by the chairperson that the resolution is so passed, shall, unless a poll is demanded, be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution.

    (4) All special resolutions under this Code may be rescinded only by a special resolution except where the resolution relates to the liquidation of the company.

8.    Voting to be by show of hands or poll

    (1) The manner of voting in a meeting of a private company shall be by the show of hands.

    (2) A declaration by a chairperson of a meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded.

    (3) A poll may be demanded either before or after a vote is taken on a resolution by—

    (a)    a shareholder or shareholders representing not less than ten per cent of the total voting rights of all shareholders having the right to vote at a meeting;

    (b)    a shareholder or shareholders holding shares in a company that confer a right to vote at a meeting and on which the aggregate amount paid up is not less than ten per cent of the total amount paid up on all shares that confer that right; or

    (c)    a chairperson of the meeting.

    (4)…