课程作业：有关退任董事的相关事项_英国作业_留学生作业

Appointment and retirement of directors

(a) 董事的最少。董事最是4人，一般董事人数是固定的

，但不得超过14人，除非该公司在股东大会上

另有决议。董事会必须确定

在任董事人数的决定生效的时间。
The minimum number of directors is 4. The maximum number of directors is to be fixed

by the directors, but may not be more than 14 unless the company in general meeting

resolves otherwise. The directors must not determine a maximum which is less than the

number of directors in office at the time the determination takes effect.

(b) The directors may appoint any individual to be a director, either as an addition to the

existing directors or to fill a casual vacancy, but so that the total number of directors does

not exceed the maximum number fixed under this constitution.

holds office until the conclusion of the next AGM following his or her appointment.

(d) At every AGM, after excluding:

(1) a director who is a managing director; and

(2) any directors appointed by the directors under rule 7.1(b) and standing for

election,

one-third of the remaining directors (to the nearest whole number that does not exceed

one-third of the number of the remaining directors) must retire from office.

(e) No director who is not the managing director may hold office without re-election beyond

the third AGM following the meeting at which the director was last elected or re-elected.

(f) If there is more than one managing director, only one of them, nominated by the

directors, is entitled not to be subject to vacation of office under rule 7.1(c) or retirement

under rule 7.1(d).

(g) The directors to retire under rule 7.1(d) are those directors who wish to retire and not

offer themselves for re-election and, so far as is necessary to obtain the number required,

Constitution page 26

those who have been longest in office since their last election or appointment. As

between directors who were last elected or appointed on the same day, those to retire

must, unless they can agree among themselves, be decided by lot.

(h) The directors to retire under rule 7.1(d) (both as to number and identity) is decided having

regard to the composition of the board of directors at the date of the notice calling the

AGM. A director is not required to retire and is not relieved from retiring because of a

change in the number or identity of the directors after the date of the notice but before the

meeting closes.

(i) The company may by resolution at an www.ukassignment.org AGM fill an office vacated by a director under

rules 7.1(c) or 7.1(d) by electing or re-electing an eligible person to that office.

(j) The retirement of a director from office under this constitution and the re-election of a

director or the election of another person to that office (as the case may be) takes effect

at the conclusion of the meeting at which the retirement and re-election or election occur.

(k) A person is eligible for election to the office of a director at a general meeting only if:

(1) the person is in office as a director immediately before that meeting;

(2) the person has been nominated by the directors for election at that meeting;

(3) a notice of the director’s candidature is given to the company by a member at

least 45 business days before the meeting, together with a notice signed by the

nominee stating his or her consent to the nomination (if the nominee is not a

member).

(l) A partner, employer or employee of an auditor of the company will not be appointed or

elected as a director.

Vacating office

In addition to the circumstances prescribed by the Act and this constitution, the office of a

director becomes vacant if the director:

(a) becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with

in any way under the law relating to mental health;

(b) becomes bankrupt or insolvent or makes any arrangement or composition with his or her

creditors generally;

that conviction resolve to confirm the director’s appointment or election (as the case may

be) to the office of director;

(d) fails to attend meetings of the directors for more than 3 consecutive meetings without

leave of absence from the directors; or

(e) resigns by written notice to the company.

Remuneration

(a) Each director is entitled to such remuneration from the company for his or her services as

a director or as the directors decide but the total amount provided to all directors for their

services as directors must not exceed in aggregate in any financial year the amount fixed

by the company in general meeting.

(b) When calculating a director’s remuneration for the purposes of rule 7.3(a), disregard any

amount paid by the company or related body corporate for an insurance premium paid or

agreed to be paid for a director under rule 9.4.

decide, including by way of non cash benefit, such as a contribution to a superannuation

fund.

Constitution page 27

(d) The remuneration is taken to accrue from day to day.

(e) The remuneration of a director (who is not a managing director or an executive director)

must not include a commission on, or a percentage of, profits or operating revenue.

(f)

The directors are entitled to be paid all travelling and other expenses they incur in

attending to the company’s affairs, including attending and returning from general

meetings of the company or meetings of the directors or of committees of the directors.

(g) If a director, with the concurrence of the directors, performs extra services or makes any

special exertions for the benefit of the company, the directors may cause that director to

be paid out of the funds of the company such special and additional remuneration as the

directors decide is appropriate having regard to the value to the company of the extra

services or special exertions. Any amount paid will form part of the aggregate

remuneration permitted under rule 7.3(a).

(h) If a director is also an officer of the company or of a related body corporate in a capacity

other than director, any remuneration that director may receive for acting as that officer#p#分页标题#e#

may be either in addition to or instead of that director’s remuneration under rule 7.3(a).

(i) The directors may:

(1) at any time after a director dies or ceases to hold office as a director for any

other reason, pay or provide to the director or a legal personal representative,

spouse, relative or dependant of the director, in addition to the remuneration of

that director under rule 7.3(a), a pension or benefit for past services rendered

by that director; and

(2) cause the company to enter into a contract with the director or a legal personal

representative, spouse, relative or dependant of the director to give effect to

such a payment or provide for such a benefit.

(j) The directors may establish or support, or assist in the establishment or support, of funds

and trusts to provide pension, retirement, superannuation or similar payments or benefits

to or in respect of the directors or former directors and grant pensions and allowances to

those persons or their dependants either by periodic payment or a lump sum.

Right to participate at meetings of members

A director is entitled to attend and speak at general meetings and at meetings of the

holders of a class of shares, even if he or she is not a member or a holder of shares in

the relevant class.

Directors may contract with the company and hold other offices

(a) The directors may make regulations requiring the disclosure of interests that a director,

and any person deemed by the directors to be related to or associated with the director,

may have in any matter concerning the company or a related body corporate. Any

regulations made under this constitution bind all directors.

(b) No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable

only because a person fails to comply with any regulation made under rule 7.5(a).

company as vendor, purchaser or in another capacity, merely because the director holds

office as a director or because of the fiduciary obligations arising from that office.

(d) A contract or arrangement entered into by or on behalf of the company in which a director

is in any way interested is not invalid or voidable merely because the director holds office

as a director or because of the fiduciary obligations arising from that office.

(e) A director who is interested in any arrangement involving the company is not liable to

account to the company for any profit realised under the arrangement merely because

Constitution page 28

the director holds office as a director or because of the fiduciary obligations arising from

that office.

(f) A director may hold any other office or position (except auditor) in the company or any

related body corporate in conjunction with his or her directorship and may be appointed to

that office or position on terms (including remuneration and tenure) the directors decide.

(g) A director may be or become a director or other officer of, or interested in, any related

body corporate or any other body corporate associated with the company, and, with the

consent of the directors of the company, need not account to the company for any

remuneration or other benefits the director receives as a director or officer of, or from

having an interest in, that body corporate.

(h) A director who has an interest in a matter that is being considered at a meeting of

directors may, despite that interest, vote, be present and be counted in a quorum at the

meeting, unless that is prohibited by the Act. No act, transaction, agreement, instrument,

resolution or other thing is invalid or voidable only because a director fails to comply with

that prohibition.

(i) The directors may exercise the voting rights given by shares in any corporation held or

owned by the company in any way the directors decide. This includes voting for any

resolution appointing a director as a director or other officer of that corporation or voting

for the payment of remuneration to the directors or other officers of that corporation. A

director may, if the law permits, vote for the exercise of those voting rights even though

he or she is, or may be about to be appointed, a director or other officer of that other

corporation and, in that capacity, may be interested in the exercise of those voting rights.

(j) A director who is interested in any contract or arrangement may, despite that interest,

witness the fixing of the Seal to any document evidencing or otherwise connected with

that contract or arrangement.

Powers and duties of directors

(a) The directors are responsible for managing the business of the company and may

exercise all powers and do all things that are within the company’s power and are not

expressly required by the Act or this constitution to be exercised by the company in a

general meeting.

(b) The directors may exercise all the powers of the company:

（1）借入或以任何其他方式筹集资金;

（2）没收公司的财产或业务，或任何其多余

资本;

（3）义务公司或任何其他人可以发行债券或提供任何担保的债务项目

。

(1) to borrow or raise money in any other way;

(2) to charge any of the company’s property or business or any of its uncalled

capital; and

(3) to issue debentures or give any security for a debt, liability or obligation of the

company or of any other person.

directors, including bearing interest or not, with rights to subscribe for, or exchange into,

shares or other securities in the company or a related body corporate or with special

privileges as to redemption, participating in share issues, attending and voting at general

meetings and appointing directors.

(d) The directors may decide how cheques, promissory notes, banker’s drafts, bills of

exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or

otherwise executed, as applicable, by or on behalf of the company.

(e) The directors may:

(1) appoint or employ any person as an officer, agent or attorney of the company

for the purposes, with the powers, discretions and duties (including powers,

discretions and duties vested in or exercisable by the directors), for any period

and on any other conditions they decide;#p#分页标题#e#

Constitution page 29

(2) authorise an officer, agent or attorney to delegate any of the powers, discretions

and duties vested in the officer, agent or attorney; and

(3) remove or dismiss any officer, agent or attorney of the company at any time,

with or without cause.

(f) A power of attorney may contain any provisions for the protection and convenience of the

attorney or persons dealing with the attorney that the directors decide.

(g) Nothing in this rule 7.6 limits the general nature of rule 7.6(a).

Proceedings of directors

(a) The directors may meet together to attend to business and adjourn and otherwise

regulate their meetings as they decide.

(b) The contemporaneous linking together by telephone or other electronic means of a

sufficient number of directors to constitute a quorum, constitutes a meeting of the

directors. All the provisions in this constitution relating to meetings of the directors apply,

as far as they can and with any necessary changes, to meetings of the directors by

telephone or other electronic means.

where the chairman of the meeting is or at such other place the chairman of the meeting

decides on, as long as at least one of the directors involved was at that place for the

duration of the meeting.

(d) A director taking part in a meeting by telephone or other electronic means is to be taken

to be present in person at the meeting.

(e) If, before or during the meeting, any technical difficulty occurs whereby one or more

directors cease to participate, the chairman may adjourn the meeting until the difficulty is

remedied or may, where a quorum of directors remains present, continue with the

meeting.

Calling meetings of directors

(a) A director may, whenever the director thinks fit, call a meeting of the directors.

(b) A secretary must, if requested by a director, call a meeting of the directors.

Notice of meetings of directors

(a) Notice of a meeting of directors must be given to each person who is at the time the

notice is given:

(1) a director, except a director on leave of absence approved by the directors; or

(2) an alternate director appointed under rule 7.14 by a director on leave of

absence approved by the directors.

(b) A notice of a meeting of directors:

(1) must specify the time and place of the meeting;

(2) need not state the nature of the business to be transacted at the meeting;

(3) may, if necessary, be given immediately before the meeting;

(4) may be given in person or by post or by telephone, fax or other electronic

means; and

(5) will be taken to have been given to an alternate director if it is given to the

director who appointed that alternate director.

Constitution page 30

to that effect in person or by post or by telephone, fax or other electronic means.

(d) Failure to give a director or alternate director notice of a meeting of directors does not

invalidate anything done or any resolution passed at the meeting if:

(1) the failure occurred by accident or inadvertent error; or

(2) the director or alternate director attended the meeting or waived notice of the

meeting (whether before or after the meeting).

(e) A person who attends a meeting of directors waives any objection that person may have

to a failure to give notice of the meeting.

Quorum at meetings of directors

(a) No business may be transacted at a meeting of directors unless a quorum of directors is

present at the time the business is dealt with.

(b) Unless the directors decide differently, 2 directors constitute a quorum.

their number is not sufficient to constitute a quorum, they may act only in an emergency

or to increase the number of directors to a number sufficient to constitute a quorum or to

call a general meeting of the company.

Chairman and deputy chairman of directors

(a) The directors may elect a director to the office of chairman of directors and may elect one

or more directors to the office of deputy chairman of directors. The directors may decide

the period for which those offices will be held.

(b) The office of chairman of directors or deputy chairman of directors may, if the directors so

resolve, be treated as an extra service or special exertion performed by the director

holding that office for the purposes of rule 7.3(g).

for the meeting and willing to act) to preside as chairman at a meeting of directors.

(d) If at a meeting of directors:

(1) there is no chairman of directors;

(2) the chairman of directors is not present within 10 minutes after the time

appointed for the holding of the meeting; or

(3) the chairman of directors is present within that time but is not willing or declines

to act as chairman of the meeting,

the deputy chairman if any, if then present and willing to act, is entitled to be chairman of

the meeting or if the deputy chairman is not present or is unwilling or declines to act as

chairman of the meeting, the directors present must elect one of themselves to chair the

meeting.

Decisions of directors

(a) The directors, at a meeting at which a quorum is present, may exercise any authorities,

powers and discretions vested in or exercisable by the directors under this constitution.

(b) Questions arising at a meeting of directors must be decided by a majority of votes cast by

the directors present entitled to vote on the matter.

the meeting has a casting vote, in addition to his or her deliberative vote.#p#分页标题#e#

Constitution page 31

(d) Where only 2 directors are present or entitled to vote at a meeting of directors and the

votes are equal on a proposed resolution:

(1) the chairman of the meeting does not have a second or casting vote; and

(2) the proposed resolution is taken as lost.

Written resolutions

(a) If:

(1) seventy-five per cent of the directors (other than any director on leave of

absence approved by the directors, any director who disqualifies himself or

herself from considering the resolution in question and any director who would

be prohibited by the Act from voting on the resolution in question) sign or

consent to a written resolution; and

(2) the directors who sign or consent to the resolution would have constituted a

quorum at a meeting of directors held to consider that resolution,

then, unless one or more of the directors (other than any director on leave of absence

approved by the directors, any director who disqualifies himself or herself from

considering the resolution in question and any director who would be prohibited by the

Act from voting on the resolution in question) refuses to sign or consent to that resolution,

the resolution is taken to have been passed by a meeting of the directors.

(b) A director may consent to a resolution by:

(1) signing the document containing the resolution (or a copy of that document);

(2) giving to the company at its registered office a written notice (including by fax or

other electronic means) addressed to the secretary or to the chairman of

directors signifying assent to the resolution and either setting out its terms or

otherwise clearly identifying them; or

(3) telephoning the secretary or the chairman of directors and signifying assent to

the resolution and clearly identifying its terms.

Alternate directors

(a) A director may, with the approval of a majority of the other directors, appoint a person to

be the director’s alternate director for such period as the director decides.

(b) An alternate director may, but need not, be a member or a director of the company.

(d) In the absence of the appointor, an alternate director may exercise any powers (except

the power to appoint an alternate director) that the appointor may exercise.

(e) An alternate director is entitled, if the appointor does not attend a meeting of directors, to

attend and vote in place of and on behalf of the appointor.

(f) An alternate director is entitled to a separate vote for each director the alternate director

represents in addition to any vote the alternate director may have as a director in his or

her own right.

(g) An alternate director, when acting as a director, is responsible to the company for his or

her own acts and defaults and is not to be taken to be the agent of the director by whom

he or she was appointed.

(h) The office of an alternate director is vacated if and when the appointor vacates office as a

director.

(i) The appointment of an alternate director may be terminated or suspended at any time by

the appointor or by a majority of the other directors.

Constitution page 32

(j) An appointment, or the termination or suspension of an appointment of an alternate

director, must be in writing and signed and takes effect only when the company has

received notice in writing of the appointment, termination or suspension.

(k) An alternate director is not to be taken into account in determining the minimum or

maximum number of directors allowed or the rotation of directors under this constitution.

(l) In determining whether a quorum is present at a meeting of directors, an alternate

director who attends the meeting is to be counted as a director for each director on

whose behalf the alternate director is attending the meeting.

(m) An alternate director is not entitled to receive any remuneration as a director from the

company otherwise than out of the remuneration of the director appointing the alternate

director but is entitled to travelling, hotel and other expenses reasonably incurred for the

purpose of attending any meeting of directors at which the appointor is not present.

Committees of directors

(a) The directors may delegate any powers to a committee of directors.

(b) A committee to which any powers have been delegated must exercise the powers

delegated in accordance with any directions of the directors.

so far as they can and with any necessary changes, to meetings and resolutions of a

committee of directors, except to the extent they are contrary to any direction given under

rule 7.15(b).

(d) Membership of a committee of directors may, if the directors so resolve, be treated as an

extra service or special exertion performed by the directors for the purposes of

rule 7.3(g).

Delegation to a director

(a) The directors may delegate any of their powers to one director.

(b) A director to whom any powers have been so delegated must exercise the powers

delegated in accordance with any directions of the directors.

be treated as an extra service or special exertion performed by the delegate for the

purposes of rule 7.3(g).

Validity of acts

An act done by a meeting of directors, a committee of directors or a person acting as a

director is not invalidated by:

(a) a defect in the appointment of a person as a director or a member of a committee; or

(b) a person so appointed being disqualified or not being entitled to vote,

if that circumstance was not known by the directors, committee or person when the act

was done.