Shareholders Powers..4 May 2021 18:47
(These are reliable quotes from official sites)
The board of directors is elected to represent shareholders’ interests.
Every public company must have a board of directors composed of members from both inside and outside the company.
Can the shareholders overrule the board of directors?
If the directors have power under the company's articles to make the decision, and (as would be usual) there is nothing in the company's articles giving the shareholders power to overrule the directors, the answer is "not directly". There are, however, various options open to shareholders:
shareholders with at least 5% of the voting capital can require the directors to call a general meeting of the shareholders to consider a resolution overruling the decision
shareholders can also attempt to dismiss a director (**) or appoint new directors to the board, in the hope that they will outvote the existing board members
shareholders can take legal action if they feel the directors are acting improperly
minority shareholders can take legal action if they feel their rights are being unfairly prejudiced
In the first two options, the resolution could either be to take away the directors' powers to make such decisions, or to include an express power for shareholders to override directors. The shareholders could then make the decision they want. Legal advice would be needed before taking either option.
Even if shareholders take one of these actions, the decision will stand in the meantime.
** Can the shareholders dismiss a director?
Shareholders representing at least 5% of the company's voting rights can require the board to call a general meeting of the shareholders to consider a resolution to dismiss a director. To be effective, the resolution must be passed at the meeting by more than 50% of the votes cast.
The director is entitled to be given special notice of the meeting and to present his or her case, both by written representations to the members beforehand, and at the meeting. This means that the resolution cannot be passed using a written resolution in lieu of a meeting - there must be an actual meeting.
The Companies Act 2006 says a director can be removed in this way irrespective of anything to the contrary in their contract of employment, or in the company's articles of association. However, directors who are also shareholders sometimes have special voting rights on resolutions to remove them, set out in the company's articles. Despite what it says in the Act, these are effective, because they mean the necessary majority vote cannot be obtained to pass the resolution.
It’s not over yet.....!
Big gamble but the fat lady is still singing...
Holding and not selling a single share...
All back to you what you think is best for you..whatever you decide..wish you well and better days ahead..
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