Assignment



Assignment

Part A

Directors' responsibilities

It is the duty of directors (Yana [Managing Director], Su [Financial Director] and William [a non-executive Director]) to perform legal responsibilities. They have to work hard to promote and maintain the success of the organization and shareholders need to be treated equitably. To maintain the organization, it is necessary that the directors do not have the right to abuse their position to gain personal profit at the expense of the organization's, it is necessary that any conflict in the interest is declare openly.

Directors have the responsibility to ensure that the specified organization is operating and functioning that is in accordance to the complied laws of the organization which includes proper maintenance of accounts and filling of annual return. It is mandatory for the long term survival of the organization that there is good corporate governance for instance taking decision according to the article of association and in accordance with the rules set.

The laws applicable on the organization are very complex, the board of directors of the organization should take legal advices to ensure that the responsibilities are fulfilled are accordingly and that the procedures followed are in accordance.

In case of unavailability of enough board of directors in a meeting related to decision making:

There can be no decision taken, if the numbers of directors are below the quorum that is actually required by the article of association in order to take a decision. It might cause a problem for instance the directors are in a situation as in the case study Yana and Su were unavailable, could not be contacted because they are in a remote location, and said 'financing the expansion into Alaska is urgent'. In such cases it is necessary that a general meeting is called to appoint new directors or the alternate is to make amendments in the articles. Where the management of the organization is concerned, during the interim period the secretary of the organization will perform the duties of:

Filing the annual returns of the organization

Filing of the director's report along with the annual return

Perform the required statutory declarations that are on the interest of the organization.

What can other directors do in case a decision is made in their absence?

It is a common in the article of association of a organization that there is a notification given to the directors of a organization in case of a board meeting, or the overall items of agendas that are required to be voted in the meeting. In a situation, when the directors were not given appropriate notice in such situation the decision taken in such meetings will be considered as legally invalid. If a director is not satisfied with the time and destination of the meeting then they can inform the rest of the board of the situation, and inform them that a meeting of properly constituted board should be held. In case of non adherence to these mandates the director can apply in the court to overturn the decision made in the ...