A guide for directors of subsidiary companies in Hong Kong. August 2011

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "A guide for directors of subsidiary companies in Hong Kong. August 2011"

Transcription

1 A guide for directors of subsidiary companies in Hong Kong August 2011

2 Dear reader, Welcome to our guide for directors and prospective directors of subsidiary companies in Hong Kong. While the duties of a subsidiary company s directors often coincide with the strategy and requirements of the parent company, this is not always the case. Depending on the jurisdiction or the circumstances, a subsidiary company s directors may need to act independently of the parent. The directors may also risk personal liability. Increasingly, for example, regulators and enforcement agencies around the world are taking a much tougher line on bribery, corruption and cartel abuses. So directors will wish to know the extent to which they can be protected against these risks, for example through being indemnified and/or insured. We hope you find this guide useful as an introduction to your role as director. Kind regards, Barry O Brien Co-chair Corporate governance client solutions group Andreas Fabritius Co-chair Corporate governance client solutions group Robert Ashworth Asia regional managing partner

3 Contents The regulatory framework for directors duties and corporate governance 1 What is the regulatory framework for unlisted private companies incorporated in Hong Kong? 1 General duties 2 Where do these duties come from and to whom do I owe them? 2 What are my general duties? 2 Do these duties apply if I am a non-executive director? 3 What are the consequences if I breach these duties? 4 Conflicts 5 What are my duties relating to conflicts? 5 What are the types of conflict to which I should pay particular attention? 5 Are only my interests taken into account? What about connected persons? 5 Am I expected to be aware of conflicts? 6 What practical steps can I take to deal with conflicts? 6 The environment, health and safety and competition 7 What are my obligations towards the environment? 7 What are my obligations for health and safety? 7 What are my obligations concerning competition law? 7 Restricted transactions 9 Are there restrictions on particular transactions between me and the company? 9 What about the company giving me a loan? 9 Insolvency 10 To whom do I owe my duties in an insolvency situation? 10 Is there a concept of wrongful trading in Hong Kong corporate insolvency legislation? 10 What practical steps can I take if my company s solvency is in question? 10 What if I sit on the board of two companies within the same group and one of those companies is in financial trouble? 10 Indemnification, insurance and ratification 12 What do I need protection from? 12 Is it possible for the company to indemnify me against liabilities? 12 Where should the indemnity be given? 12 What about insurance? 12 Is it possible for shareholders to ratify a breach of duty that I committed? 13 Recent developments companies ordinance rewrite 14 Contacts For further information please contact Robert Ashworth T E This material is for general information only and is not intended to provide legal advice. Freshfields Bruckhaus Deringer LLP 2011

4 THE REGULATORY FRAMEWORK FOR DIRECTORS DUTIES AND CORPORATE GOVERNANCE What is the regulatory framework for unlisted private companies incorporated in Hong Kong? Constitutional documents. These include the memorandum and articles of association. Companies Ordinance. This sets out the main statutory rules governing your role as a director of a Hong Kong company. It supplements but does not replace your duties at common law (see General duties). Securities and Futures Ordinance. This is of wide application, including to companies involved in financial services and companies offering securities and/or promoting investment opportunities. It is the key legislation governing the Hong Kong securities market. Common law. As well as statutes, regulations and general guidance, a company must comply with common law principles. 1 Freshfields Bruckhaus Deringer LLP, August 2011

5 GENERAL DUTIES Where do these duties come from and to whom do I owe them? The duties originally came from common law, and were derived from case law developed over many years. There are ongoing proposals to codify the duties partially, but even if the proposals are adopted and the duties appear in a statute, the courts will still have regard to the common law when interpreting them. You owe the duties to your company and not to other group companies or individual shareholders or groups of shareholders. You do not owe them to the parent company or person who nominated and appointed you. What are my general duties? There are a number of general duties. You must: act in good faith in the best interests of the company. This normally means the interests of the shareholders as a whole, including present and future shareholders. In evaluating whether any particular course of action is for the benefit of the company, you should consider (among other matters): the long-term as well as short-term consequences of your decisions for the company and for the shareholders as a whole; the impact of your decisions in a wider context (eg on the community and environment); and the desirability of maintaining a reputation for high standards of business conduct and a good compliance culture. As a matter of best practice, you should also consider: the interest of the company s employees; the need to foster the company s business relationships with suppliers, customers and others; and the need to act fairly as between members of the company. The Companies Ordinance does not expressly require the board minutes to record that these factors were considered, but some companies may have more detailed provisions in their articles of association. It is usually good practice to include a written reference to directors having considered the factors as evidence that they did this; act within your powers and for appropriate purposes. This means exercising your powers in line with the company s constitution and for the purpose for which they were conferred. For example, although you may consider that it would promote the company s success to allot shares, this power cannot be used to entrench you in office or to deprive an existing majority of its majority position. You could be liable for a breach of your duty to act for a proper purpose, even though you are acting in good faith; 2 Freshfields Bruckhaus Deringer LLP, August 2011

6 exercise independent judgement. You can seek advice from, and where appropriate rely on the judgement of, external advisers and others in areas in which you are not expert. You are also able to delegate matters to committees. However, delegation to others or engagement of professional advisers does not exonerate you from your duty to exercise your own judgement to decide whether to follow particular advice or to accept someone else s judgement on a matter; exercise reasonable care, skill and diligence. You may be taken to have both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as you, and your own knowledge, skill and experience. The first requirement is an objective test, while the second looks to your own particular knowledge, skill and experience. Even if you have delegated parts of your duties to others (such as professional advisers), it remains your duty to supervise the person you have delegated to and make enquiries as circumstances require; avoid conflicts of interest. You must avoid a situation in which you have, or could have, a direct or indirect interest or duty that conflicts or possibly may conflict with the interest of the company (see Conflicts); not take advantage of your position as a director. You must not use your position as a director for your own benefit (directly or indirectly). This includes using for a personal gain any information that has become available to you in the course of your duties as a director, or any property of the company; not accept benefits from third parties, unless the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest; and disclose any material interest (whether direct or indirect) in a contract or proposed contract with the company. You must declare the nature of your interest at the earliest meeting of the directors at which it is practicable for you to do so (even if such contract is not being considered at the meeting). Do these duties apply if I am a non-executive director? The duties owed by a non-executive director are, in substance, no different from those owed by an executive director, because the statutory statement of general duties applies to both. In practice, however, a non-executive director s exposure may be reduced because the terms governing his office (for example in the form of a service contract) will likely set out a narrower range of functions that he is expected to perform. The common law acknowledges that although a non-executive director will play a lesser role in a company s management, they always have a duty of inquiry if circumstances demand. Therefore, if you are a non-executive director, you cannot hope to absolve yourself of responsibility simply by claiming you did not have relevant knowledge. 3 Freshfields Bruckhaus Deringer LLP, August 2011

7 What are the consequences if I breach these duties? You may: be personally liable to compensate the company for a loss caused as a result of a breach; have to restore company property; have to account for profits made or received; and have to rescind a contract that has been entered into if there is a conflict of interest. Under the Companies Ordinance, there is also a statutory right for shareholders to sue directors, in the company s name, to recover any loss the company has suffered as a result of the directors negligence, default, breach of duty or breach of trust. This right is known as a derivative action. 4 Freshfields Bruckhaus Deringer LLP, August 2011

8 CONFLICTS What are my duties relating to conflicts? Under common law principles, you are under a general duty not to put yourself in a position of conflict between your duties as a director and your personal interests. This principle may be manifested in many ways, for example in the rule that you must not use for your personal gain any property, information or opportunity that has become available to you because of your position as a director. What are the types of conflict to which I should pay particular attention? The following are some typical cases where you should be aware of potential conflict: if you have multiple directorships if you sit on more than one board you are advised to have all your directorships authorised by the shareholders of the relevant companies; if you are a shareholder in a competing company or a company that is an actual or potential customer of, or supplier to, your company; if you own a property adjacent to your company s property or otherwise of value to your company that could affect, or be affected by, your company s activities; if you have an advisory relationship (eg financial, accountancy, legal or consultancy) with your company or have an interest in an advisory firm; if you are a trustee of your company s pension scheme or a director of its trustee company; if you are in a position to take up an opportunity that has been offered to your company even if your company has declined it or are in a position to make a profit as a result of your directorship; or if you are offered a role by a potential bidder for your company. These examples are not exhaustive you should only use them as a prompt to consider the types of situations in which shareholders informed consent is called for. The safest approach is for all actual and potential conflicts to be authorised by the shareholders in general meeting if there is any doubt. Are only my interests taken into account? What about connected persons? In some cases, the interest or duty of someone who is connected with you may be treated as your indirect interest or as giving rise to a conflict of interest or duty. This will be a question of fact in some circumstances there may be scope for arguing that it is not your indirect interest, but in most cases it will be safer to assume that it may be. 5 Freshfields Bruckhaus Deringer LLP, August 2011

9 The categories of connected person may include: family members, including a spouse (or co-habitee), children and parents; bodies corporate under your control; and trustees of a trust of which you (or a family member or a body corporate with which you are connected) are a beneficiary. Am I expected to be aware of conflicts? There is no breach of your duties relating to conflicts if you are not aware of an interest or are not aware of the transaction or arrangement but you are treated as aware of all matters of which you ought reasonably to be aware if you had made appropriate enquiries. This will depend on the facts. What practical steps can I take to deal with conflicts? Under the Companies Ordinance, you are required to declare any material interest in a transaction with the company. Declaration of a transaction does not by itself validate a contract or arrangement that contravenes the general duty to avoid a conflict of interest and, in appropriate cases, the transaction may need to be approved by shareholders to avoid any allegations of breach of duty. At the board level, you are generally not allowed to vote on the relevant contract, nor will you be counted in the quorum at the meeting. If a potential conflict actually materialises, you should notify your company immediately. You should also advise your company if you have any direct or indirect interests in existing or proposed transactions or arrangements with your company that have not already been disclosed to the board. If you have given general notice to the board that you are to be regarded as interested in a contract by reason of the facts stated in the notice, you are not required to disclose again each time such a contract is proposed. If a specific conflict arises, particularly in sensitive areas, such as a possible takeover bid, you should seek independent advice. If you cannot disclose the conflict and obtain shareholders authorisation, it may be necessary for you to absent yourself from relevant board discussions or even resign. 6 Freshfields Bruckhaus Deringer LLP, August 2011

10 THE ENVIRONMENT, HEALTH AND SAFETY AND COMPETITION What are my obligations towards the environment? You should be aware of any environmental legislation applicable to the company s business in all jurisdictions in which it operates. Shareholder activism, facilitated by the availability of the derivative action procedure, is commonly focused on the impact of companies on the environment and local communities. Even companies operating outside industries associated with obvious environmental risks can be affected by environmental legislation due, for example, to the presence of historical contamination that requires remediation or even to the amount of energy they use. Committing pollution offences may give rise to criminal liability punishable by a fine or imprisonment or both, depending on the nature and gravity of the offence. Civil liability may also arise under common law, leading to claims for damages or injunctive relief. In extreme cases, personal liability can be imposed on you for breaches of environmental law if your own acts or omissions have brought about the commission of the offence. What are my obligations for health and safety? You should comply with any health and safety legislation applicable in all jurisdictions in which the company operates. If your office premises are in Hong Kong, you must observe the requirements of the Occupational Safety and Health Ordinance, which imposes a duty on every employer to ensure, among other things, the safety and health at work of all the employees. This includes: providing workplaces and systems of work that are safe and without risks to health; putting in place safe procedures for the use, handling storage or transport of substances; and providing relevant information, instruction and training. If your company is convicted of an offence against the Occupational Safety and Health Ordinance and it is proved that the offence was committed with your consent or connivance, or was attributable to any neglect on your part, you will also be held guilty of the relevant offence. What are my obligations concerning competition law? You should comply with any anti-monopoly or anti-trust legislation applicable in all jurisdictions in which your company operates. If your company has businesses in China, its activities must comply with the Anti-Monopoly Law that came into force on 1 August With this, the Chinese government launched a new merger control regime and 7 Freshfields Bruckhaus Deringer LLP, August 2011

11 a merger review process with significant impact on domestic as well as cross-border merger activities. If your company s business is in Hong Kong, your competition law obligations will come mainly from the sector-specific competition laws, chiefly in the fields of telecommunication and broadcasting. There is some prospect of a general, cross-sector competition law for Hong Kong, which is under consideration by the Hong Kong authorities at present. 8 Freshfields Bruckhaus Deringer LLP, August 2011

12 RESTRICTED TRANSACTIONS Are there restrictions on particular transactions between me and the company? There is a general principle that, as a director, you must not directly or indirectly benefit from a position where there is a potential conflict of interests between you and your company, unless shareholders have given their consent (see Conflicts). The law requires you to declare any interest you have in a potential transaction with the company. There may also be specific provisions in your company s articles of association for your abstaining from the relevant decision-making process by the board. Provided that the normal principles on directors conflicts of interest are managed properly (involving, where appropriate, obtaining shareholders approval), the transaction may be allowed to proceed. What about the company giving me a loan? Your company and its subsidiaries are prohibited under the Companies Ordinance from providing a loan to you, or entering into any guarantee or providing security for a loan made by a third party to you. The restriction applies to their providing similar loans, guarantees, etc to a company controlled by you. This is, however, subject to a number of exceptions, including: where the provision of such loans, guarantees, etc is in the ordinary course of your company s business; or where the loan has been approved by shareholders in general meeting. Under current law, the second exception above is available only to private companies that are not in the same group as a Hong Kong-listed company. However, under proposals to rewrite the Companies Ordinance (see Recent developments), the exception may be extended to other companies, including listed or non-listed public companies (in which case, the proposal is to require approval of disinterested shareholders). The law also excepts from the prohibition certain types of advance made by the company to a director, for example advancing funds to meet expenditures you have incurred as a director in the discharge of your duties, providing funds to facilitate your acquisition of residential premises, and entering into a hire-purchase agreement with you on no less favourable terms (to the company) than those available in open market. 9 Freshfields Bruckhaus Deringer LLP, August 2011

13 INSOLVENCY To whom do I owe my duties in an insolvency situation? The Companies Ordinance imposes various duties and requirements on you that are designed to protect the interests of the company s creditors if your company has become, or is likely to become, insolvent. If your company s financial position has deteriorated to the point where its solvency is in question, your attention must shift away from the shareholders and towards protecting the interests of creditors. You must consider the interests of creditors as a whole, and not just the interests of any creditor or class of creditor. You are subject to these duties even if appointed as a representative of a particular creditor. Is there a concept of wrongful trading in Hong Kong corporate insolvency legislation? No. A wrongful trading or insolvent trading regime was considered in 2001 when the Companies (Corporate Rescue) Bill was introduced for consultation. The Bill was subsequently shelved and the concept has not been incorporated into Hong Kong s corporate insolvency regime. However, if in the course of a winding-up it appears that any of the company s business has been carried on with intent to defraud creditors or for any fraudulent purpose, the court may make a director personally liable for all the company s debts and liabilities if he was knowingly a party to this carrying on of business. What practical steps can I take if my company s solvency is in question? Seek professional advice. The board should regularly seek appropriate legal and accountancy advice to ensure it is complying with its responsibilities. Board meetings should be held regularly and fully minuted. Regular meetings demonstrate the directors intent to consider all possibilities to minimise loss to creditors. Review dubious transactions. When a company s solvency is in question, the review of any transaction that might be perceived as unfair or at an undervalue must be conducted with particular care. If you authorise a transaction that is subsequently reversed (because it is deemed unfair or at undervalue), you may be held in breach of your duties to the company. What if I sit on the board of two companies within the same group and one of those companies is in financial trouble? You may find yourself in the firing line if your company is in financial distress and you must take extra care in the discharge of you duties. 10 Freshfields Bruckhaus Deringer LLP, August 2011

14 This can be made harder in a group situation if you are a director of several companies within a solvent group and one of those companies is insolvent. This may lead to a conflict of interest (see Conflicts). If you find yourself with multiple directorships in a financially distressed group, you must carefully consider how you make decisions. Importantly, you should take independent legal advice and monitor the decision-making process at every stage in light of that advice. The following practical guidelines may be of use: ensure there are several different directors on the board of each company to enable the appropriate procedures to be implemented; if a board is to discuss issues relevant to another group company that are not to be disclosed to that company, it should consider excluding a director who is on the board of both companies from those discussions, or the director in question should ask to be excluded. This should be recorded in the minutes so that there is a proper record, should this ever become an issue; frequently, decisions may have to be made concerning both companies. Therefore, it is useful to have specific provisions in each company s articles of association allowing for a reduced quorum on certain matters. This would enable the conflicted director not to attend while allowing the board meetings to be held with the reduced quorum; if this becomes unworkable, the director may consider resigning from one board. This course should not be taken without specific independent legal advice and careful documentation of the decision; and both boards should check that they have adequate D&O insurance (see Indemnification, insurance and ratification). 11 Freshfields Bruckhaus Deringer LLP, August 2011

15 INDEMNIFICATION, INSURANCE AND RATIFICATION What do I need protection from? You may be personally liable for your actions under a range of heads of liability, including: breaches of duties to the company (eg where a shareholder brings a derivative action in the company s name); breaches of duties to third parties (eg for a misleading statement in a prospectus or announcement for which the directors have taken responsibility); orders under statute (eg for obligations under the Companies Ordinance); fines and restitution orders imposed by regulators and the courts; and legal and other costs incurred in defending proceedings. The proper execution of your duties will go a long way towards mitigating liability, but you should ensure you are protected to the fullest extent possible in case of any claims. Is it possible for the company to indemnify me against liabilities? Your company may indemnify you against any liability incurred by you in: defending any proceedings (civil or criminal) in which judgement is given in your favour or in which you are acquitted; or any application you may make to the court for an order relieving you from liability arising from negligence, default, breach of duty or breach of trust. However, apart from a case falling within these two provisions, it is generally not permissible for your company to exempt or indemnify you against any liability you may have to the company (or its related company) for any negligence, default, breach of duty or breach of trust. Where should the indemnity be given? Since you may not be able to enforce an indemnity in your company s articles of association directly (as the articles do not necessarily constitute a contract between you and the company), it may be preferable to include appropriate wording (as far as is permissible) in your contract of service or letter of appointment. Alternatively, your company may enter into a separate deed of indemnity with you. What about insurance? A company can take out insurance to cover you against most of your liabilities. Directors and officers insurance (D&O insurance) is designed to protect a company s directors and officers from a loss resulting 12 Freshfields Bruckhaus Deringer LLP, August 2011

16 from claims made against them regarding the discharge of their duties. However, insurance will not cover loss due to fraud or dishonesty, wilful default or criminal behaviour. You can obtain insurance against some personal liabilities; for example, negligence, default, breach of duty and breach of trust towards the company. Insurance may also cover derivative claims brought by shareholders. Again, you cannot be insured for fraud or dishonesty, wilful default or criminal behaviour. Is it possible for shareholders to ratify a breach of duty that I committed? Shareholders can ratify conduct by a director amounting to negligence, default, breach of duty or breach of trust by ordinary resolution (unless otherwise stated in the company s articles). The votes of the director (if he is also a shareholder) and his connected persons will be disregarded in such a resolution. However, you should be aware that there are limits to what shareholders are able to ratify. For example, if a transaction entered into is illegal or constitutes a fraud on the company s creditors, shareholders cannot ratify it. In this situation, you risk being personally liable for any loss or damage arising from your act or omission. 13 Freshfields Bruckhaus Deringer LLP, August 2011

17 RECENT DEVELOPMENTS COMPANIES ORDINANCE REWRITE Efforts are under way to reconsider and, where appropriate, rewrite various parts of the Companies Ordinance. This project, launched by the Financial Services and The Treasury Bureau in December 2009, aims to modernise Hong Kong s company statute. The areas covered by the rewrite project include, among others: powers and procedures of the Registrar of Companies; powers and duties of company directors and secretaries; company administration and procedures; protection of shareholders; share capital structures and share capital transactions; distribution of profits and assets; registration of charges; accounts and audit; arrangements, amalgamation and compulsory acquisitions; and investigations and enquiries. A revised Companies Bill is currently being considered by the Legislative Council and it is currently estimated that it may begin operation in Freshfields Bruckhaus Deringer LLP, August 2011

18 Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered number OC It is regulated by the Solicitors Regulation Authority. For regulatory information please refer to Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities. Freshfields Bruckhaus Deringer LLP 2011 August

Key changes under the 2014 Hong Kong Companies Ordinance. www.charltonslaw.com

Key changes under the 2014 Hong Kong Companies Ordinance. www.charltonslaw.com Key changes under the 2014 Hong Kong Companies Ordinance www.charltonslaw.com 0 Introduction Key Changes under the NCO The New Companies Ordinance (Cap. 622) (NCO) came into force on 3 March. The previous

More information

A guide for directors of subsidiary companies in Japan. August 2011

A guide for directors of subsidiary companies in Japan. August 2011 A guide for directors of subsidiary companies in Japan August 2011 Welcome to our guide for directors and prospective directors of subsidiary companies in Japan. While the duties of a subsidiary company

More information

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES

CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES CORPORATE GOVERNANCE AND KEY COMPANY LAW ISSUES IN CHALLENGING ECONOMIC TIMES INTRODUCTION Directors stand in a fiduciary relationship to the company and there are general fiduciary duties imposed upon

More information

The responsibilities and duties of a company director

The responsibilities and duties of a company director The responsibilities and duties of a company director Page 1 Contents Introduction page 3 The role page 4 The general duties page 5 Other duties and responsibilities page 9 Indemnities and insurance page

More information

The board of directors of a company is primarily responsible for:

The board of directors of a company is primarily responsible for: The board of directors of a company is primarily responsible for: Determining the company s strategic objectives and policies. Monitoring progress towards achieving the objectives and policies. Appointing

More information

A guide for directors of subsidiary companies in the US. August 2011

A guide for directors of subsidiary companies in the US. August 2011 A guide for directors of subsidiary companies in the US August 2011 Welcome to our guide for directors and prospective directors of subsidiary companies in the US. While the duties of a subsidiary company

More information

Part 10. Directors and Company Secretaries

Part 10. Directors and Company Secretaries Part 10 Division 1 Subdivision 1 Section 453 A4183 Part 10 Directors and Company Secretaries Division 1 Appointment, Removal and Resignation of Directors Subdivision 1 Requirement to have Directors 453.

More information

UK (England and Wales)

UK (England and Wales) Corporate Governance and Directors Duties 2010 UK (England and Wales) UK (England and Wales) Alasdair Steele and Rosie Graham Nabarro LLP www.practicallaw.com/3-502-1374 Corporate entities The main corporate

More information

THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES

THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES THE DUTIES AND LIABILITIES OF DIRECTORS OF ENGLISH COMPANIES CORPORATE AND M&A INTRODUCTION This guide states the law as at 1 January 2013. Separate legal personality Under English law a company (whether

More information

A Guide on Directors Duties

A Guide on Directors Duties A Guide on Directors Duties Introduction In general the responsibilities and liabilities of directors derive from various sources, including the constitution of the company, case law and statute law. If

More information

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance

ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance ICSA Guidance on Protection against Directors and Officers Liabilities Indemnities and Insurance Contents If using online, click on the headings below to go to the related sections. 1. Introduction 2.

More information

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE

HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE HIGHLIGHTS OF MAJOR CHANGES IN NEW COMPANIES ORDINANCE Kevin Wong ( 黃 河 ) -- China-Appointed Attesting Officer ( 中 國 委 托 公 証 人 ) -- Hong Kong Solicitor -- England & Wales Solicitor -- Consultant of S.T.

More information

Cayman Islands - Duties and Liabilities of Directors

Cayman Islands - Duties and Liabilities of Directors Cayman Islands - Duties and Liabilities of Directors Introduction This Memorandum provides a summary of duties and liabilities of directors of companies incorporated under the laws of the Cayman Islands.

More information

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004

GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 CONTENTS PREFACE 1 1. Directors of Companies in the BVI 2 2. Statutory Duties of Directors in the BVI 3 3. Disclosure of Director Interests

More information

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010

Duties of the directors of companies in financial difficulties. slaughter and may. October 2010 Duties of the directors of companies in financial difficulties slaughter and may October 2010 Contents 1. Introduction 01 2. Overview 01 3. Practical guidance 02 4. Common law, statutory and regulatory

More information

Twenty five essential things to know about the New Companies Ordinance

Twenty five essential things to know about the New Companies Ordinance August 2012 Twenty five essential things to know about the New Companies Ordinance Introduction On 12 July 2012, the Legislative Council in Hong Kong passed the new Companies Ordinance (the New Ordinance

More information

United Kingdom. Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP. 1. Directors duties

United Kingdom. Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP. 1. Directors duties Tristan Hall Sarah Hills Sedgwick Detert, Moran & Arnold LLP 1. Directors duties 1.1 Nature of the duties In the United Kingdom, directors owe fiduciary duties and a duty of care to their companies. Until

More information

COMPANIES LIMITED BY GUARANTEE

COMPANIES LIMITED BY GUARANTEE COMPANIES LIMITED BY GUARANTEE A. Members liabilities and responsibilities Liability of members The liability of members of a company limited by guarantee is limited to the amount they have agreed to contribute,

More information

CGU PROFESSIONAL RISKS

CGU PROFESSIONAL RISKS CGU PROFESSIONAL RISKS BUSINESS PROTECTION MANAGEMENT LIABILITY INSURANCE Summary of significant changes Business Insurance Policy (CGU BPML 11-15) Replacing Lumley Policy Policy General Definitions Authority

More information

The Essential Company Director In-depth guide

The Essential Company Director In-depth guide The Essential Company Director In-depth guide Icon or graphic 2 Running head The Essential Company Director All companies incorporated under the Companies Act 2006 (CA2006) must have a governing body most

More information

MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL. Directors' Duties and Liabilities under Malaysian Law

MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL. Directors' Duties and Liabilities under Malaysian Law MEMBER FIRM OF BAKER & MCKENZIE INTERNATIONAL Directors' Duties and Liabilities under Malaysian Law December 2010 This memorandum has been prepared for clients and professional associates of Wong & Partners.

More information

Freshfields Bruckhaus Deringer Changes to unfair trade practices law in Hong Kong. Summary

Freshfields Bruckhaus Deringer Changes to unfair trade practices law in Hong Kong. Summary Briefing Changes to unfair trade practices law in Hong Kong Summary Amendments to the Hong Kong Trade Descriptions Ordinance will come into force on 19. The changes broaden the application of the law to

More information

Directors' duties and liabilities under Cayman Islands law

Directors' duties and liabilities under Cayman Islands law Directors' duties liabilities under Cayman Isls law NOVEMBER 2014 For more briefings visit mourantozannes.com This briefing is only intended to give a summary general overview of the subject matter. It

More information

Corporate guide: the duties and responsibilities of a company director

Corporate guide: the duties and responsibilities of a company director Corporate guide: the duties and responsibilities of a company director INTRODUCTION This guide provides directors of UK incorporated companies with a general overview of the statutory and other duties

More information

Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong

Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong Newsletter No. 194 (EN) Directors and Officers (D&O) Liability Insurance in Hong Kong December 2015 All r ig ht s r e ser ved Lo r e nz & P art ner s 2015 Although Lorenz & Partners always pays great attention

More information

Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier

Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier 1 Singapore Diamond Investment Exchange Pte Ltd SDiX Depository Pte Ltd Application for Membership -- Approved Supplier Explanatory Notes 1. This application form is for applicants who intend to apply

More information

Keynote Speech by. Ms Ada Chung JP, Registrar of Companies, Companies Registry. Forum on the New Companies Ordinance What Directors Need to Know

Keynote Speech by. Ms Ada Chung JP, Registrar of Companies, Companies Registry. Forum on the New Companies Ordinance What Directors Need to Know Forum on the New Companies Ordinance What Directors Need to Know 從 董 事 角 度 認 識 新 公 司 條 例 研 討 會 17/3/2014 Keynote Speech by Ms Ada Chung JP, Registrar of Companies, Companies Registry ORGANISER 主 辦 機 構

More information

The Companies Act 71 of 2008. kpmg.co.za

The Companies Act 71 of 2008. kpmg.co.za The Companies Act 71 of 2008 kpmg.co.za c Companies Act 71 of 2008 Companies Act 71 of 2008 1 Contents Glossary 1 Introduction 2 Overview 3 1 Categories of companies 4 2 The future of close corporations

More information

By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company )

By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company ) Code of Conduct for Securities Trading ( Code ) By Directors, Officers and Employees of Hellaby Holdings Limited and its Subsidiaries ( The Company ) Approved by the Board: 10 May 2013 1. Introduction

More information

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION

DIRECTORS DUTIES: FINANCIAL CRISIS AND THE OBLIGATION TO CONSIDER THE INTERESTS OF CREDITORS INTRODUCTION INTRODUCTION We are all familiar with the principle that directors have a general duty to act in the best interests of the company. In most situations where this is an issue, the company is usually treated

More information

Update on Company Law. Hong Kong Arts Administrators Association 10 th March 2014 2:00pm 4:00pm

Update on Company Law. Hong Kong Arts Administrators Association 10 th March 2014 2:00pm 4:00pm Update on Company Law Hong Kong Arts Administrators Association 10 th March 2014 2:00pm 4:00pm 1 Introduction Rewrite of the Companies Ordinance was endorsed by the Legislative Council in mid- 2006 The

More information

Insolvency: a guide for directors

Insolvency: a guide for directors INFORMATION SHEET 42 Insolvency: a guide for directors This information sheet provides general information on insolvency for directors whose companies are in financial difficulty, or are insolvent, and

More information

The Cloud and Cross-Border Risks - Singapore

The Cloud and Cross-Border Risks - Singapore The Cloud and Cross-Border Risks - Singapore February 2011 What is the objective of the paper? Macquarie Telecom has commissioned this paper by international law firm Freshfields Bruckhaus Deringer in

More information

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Business (Finance Platforms) Regulations 2015

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Business (Finance Platforms) Regulations 2015 Draft Regulations to illustrate the Treasury s current intention as to the exercise of powers under clause 5 of the Small Business, Enterprise and Employment Bill. D R A F T S T A T U T O R Y I N S T R

More information

South Africa. Country Q&A South Africa. Michael Adcock and Sylvia Lekhutlile, Bowman Gilfillan. Country Q&A CORPORATE ENTITIES

South Africa. Country Q&A South Africa. Michael Adcock and Sylvia Lekhutlile, Bowman Gilfillan. Country Q&A CORPORATE ENTITIES Corporate Governance and Directors Duties 2007 South Africa South Africa Michael Adcock and Sylvia Lekhutlile, Bowman Gilfillan www.practicallaw.com/8-209-9953 CORPORATE ENTITIES The main corporate entities

More information

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Businesses (Credit Information) Regulations 2015

2015 No. 0000 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Businesses (Credit Information) Regulations 2015 Draft Regulations to illustrate the Treasury s current intention as to the exercise of powers under clause 4 of the the Small Business, Enterprise and Employment Bill. D R A F T S T A T U T O R Y I N S

More information

[To All Financial Institutions Exempt from Holding Capital Markets Services Licence]

[To All Financial Institutions Exempt from Holding Capital Markets Services Licence] Circular No.: CMI 01/2011 7 February 2011 [To All Holders of Capital Markets Services Licence] [To All Holders of Financial Advisers Licence] [To All Financial Institutions Exempt from Holding Capital

More information

An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent Customer

An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent Customer An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent Customer November 2011 1 An Overview of UK Insolvency Procedures and the Considerations for Banks with an Insolvent

More information

Civil Law (Wrongs) (Proportionate Liability and Professional Standards) Amendment Act 2004

Civil Law (Wrongs) (Proportionate Liability and Professional Standards) Amendment Act 2004 Australian Capital Territory Civil Law (Wrongs) (Proportionate Liability and Professional Standards) Amendment Act 2004 Contents Page 1 Name of Act 2 2 Commencement 2 3 Legislation amended 2 4 New chapter

More information

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause

The Limited Partnership Bill, 2010 THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES PART I PRELIMINARY. Clause THE LIMITED LIABILITY PARTNERSHIP BILL 2010 ARRANGEMENT OF CLAUSES 1 Short title and commencement. 2 Interpretation. PART I PRELIMINARY Clause PART II REGISTRAR AND REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS

More information

Challenging transactions in an insolvency

Challenging transactions in an insolvency Challenging transactions in an insolvency DECEMBER 2011 For more briefings visit mourantozannes.com This briefing is only intended to give a summary and general overview of the subject matter. It is not

More information

Management liability - Employment practices liability Policy wording

Management liability - Employment practices liability Policy wording Special definitions for this section Benefits Claim Defence costs The General terms and conditions and the following terms and conditions all apply to this section. Any compensation awarded to an employee

More information

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success

Your Responsibilities as a Director of a Company. www.moorestephenswa.com.au. Serious about Success Your Responsibilities as a Director of a Company www.moorestephenswa.com.au Serious about Success www.moorestephenswa.com.au Introduction As a director of a company you have numerous responsibilities.

More information

JRI S STANDARD TERMS OF PURCHASE. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

JRI S STANDARD TERMS OF PURCHASE. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. JRI S STANDARD TERMS OF PURCHASE 1. INTERPRETATION 1.1 Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks

More information

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES

Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES Explanatory Notes to Sample B MODEL ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES LIMITED BY SHARES This Model Articles of Association is the Model Articles prescribed in Schedule 2 of the Companies (Model

More information

Articles of Association. Comité International Radio-Maritime (CIRM) Company Limited by Guarantee. The Companies Act 2006

Articles of Association. Comité International Radio-Maritime (CIRM) Company Limited by Guarantee. The Companies Act 2006 Articles of Association Comité International Radio-Maritime (CIRM) Company Limited by Guarantee The Companies Act 2006 1 DEFINITIONS 1.1 Act means the Companies Act 2006; 1.2 AGM means annual general meeting;

More information

2015 No. 1945 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Business (Credit Information) Regulations 2015

2015 No. 1945 FINANCIAL SERVICES AND MARKETS. The Small and Medium Sized Business (Credit Information) Regulations 2015 S T A T U T O R Y I N S T R U M E N T S 2015 No. 1945 FINANCIAL SERVICES AND MARKETS The Small and Medium Sized Business (Credit Information) Regulations 2015 Made - - - - 26th November 2015 Coming into

More information

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities

CORPORATE SERVICES IMMIGRATION. Directors Duties and Responsibilities CORPORATE SERVICES IMMIGRATION Directors Duties and Responsibilities A. COMMON LAW DUTIES Directors are mainly responsible for the overall management of the company. In exercising their powers, they must

More information

DUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES

DUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES DUTIES OF DIRECTORS IN RELATION TO COMPANIES FACING FINANCIAL DIFFICULTIES This note summarises the current duties of directors of a company and the potential for them to incur personal liability in that

More information

BVI Financial Services Commission. Registry of Corporate Affairs. User Guides on the BVI Business Companies Act. User Guide No. 4

BVI Financial Services Commission. Registry of Corporate Affairs. User Guides on the BVI Business Companies Act. User Guide No. 4 BVI Financial Services Commission Registry of Corporate Affairs User Guides on the BVI Business Companies Act User Guide No. 4 Directors and Their Responsibilities This is one of a series of User Guides

More information

Companies (Model Articles) Notice. Contents

Companies (Model Articles) Notice. Contents B2195 Companies (Model Articles) Notice Contents Section Page 1. Commencement...B2197 2. Model articles for public companies limited by shares...b2197 3. Model articles for private companies limited by

More information

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010

COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ---------------------------------------------------------------------------------------------- COLLECTIVE INVESTMENT LAW DIFC LAW No. 2 of 2010 ----------------------------------------------------------------------------------------------

More information

Things you may not know about trustee liability

Things you may not know about trustee liability Things you may not know about trustee liability Trustee liability: good news and bad news Potential liability is an extremely important issue for the trustees of occupational pension schemes and, unfortunately,

More information

Companies Act No. 71 of 2008 Duties and Liabilities of Directors

Companies Act No. 71 of 2008 Duties and Liabilities of Directors Companies Act No. 71 of 2008 Duties and Liabilities of Directors A Guide to Business Rescue Prepared by Werksmans Attorneys Companies Act No. 71 of 2008 Duties and Liabilities of Directors This booklet

More information

GUIDE. Guide to Winding Up of Solvent and Insolvent Jersey Companies

GUIDE. Guide to Winding Up of Solvent and Insolvent Jersey Companies GUIDE Guide to Winding Up of Solvent and Insolvent Jersey Companies TABLE OF CONTENTS PREFACE...2 1. Summary Winding Up...3 2. Creditor s Winding Up...3 3. Bankruptcy...4 4. End of Period of Duration...5

More information

Financial Services (Banking Reform) Act 2013

Financial Services (Banking Reform) Act 2013 Financial Services (Banking Reform) Act 2013 CHAPTER 33 26.75 Financial Services (Banking Reform) Act 2013 CHAPTER 33 CONTENTS PART 1 RING-FENCING Ring-fencing 1 Objectives of Prudential Regulation Authority

More information

Ethical Investment Advisory Group

Ethical Investment Advisory Group Ethical Investment Advisory Group CONSTITUTION & TERMS OF REFERENCE Glossary CBF Church of England Funds: Any funds approved by CBF Funds Trustee Limited CBFFT: CBF Funds Trustee Limited Chair: Non-Executive

More information

Trustee liability guide

Trustee liability guide Trustee guide Summary of the potential personal liabilities associated with becoming the trustee of a charity David Tyler, Chair of Insurance Working Group and Sarah Payne, Solicitor at Bates Wells & Braithwaite

More information

BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098

BOARD CHARTER Link Administration Holdings Limited (Company) ABN 27 120 964 098 1. Role of the Board BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098 This Board Charter sets out the principles for the operation of the board of directors of the Company

More information

The Companies Act 2014

The Companies Act 2014 The Companies Act 2014 Agenda new company types overview of changes in the Act impact on the role of directors accounting matters What has happened? Companies Act 2014 (the "Act") consolidates all old

More information

Directors and Their Duties

Directors and Their Duties Directors and Their Duties 168 Broadway Avenue Phone (06) 357 6006 PO Box 788 Fax (06) 358 4716 PALMERSTON NORTH Web www.coombesmith.co.nz Directors and Their Duties The duties of Directors have been codified

More information

DSA. Guide to a Debt Settlement Arrangement

DSA. Guide to a Debt Settlement Arrangement nseirbhís Dócmhainneachta na héirea DSA Guide to a Debt Settlement Arrangement n Insolvency Service of Ireland A Debt Settlement Arrangement enables an eligible insolvent debtor to reach agreement with

More information

9.1. Legal status of a company and Registration of a company

9.1. Legal status of a company and Registration of a company 9. Corporate Law 9.1. Legal status of a company and Registration of a company A company is a body corporate and a juristic person. It has a distinct legal personality separate from its shareholders. [Section

More information

1. JURISDICTION. England

1. JURISDICTION. England HOW OFFICERS / DIRECTORS OF FINANCIALLY DISTRESSED COMPANIES MAY SAFELY REORGANISE OR RESTRUCTURE THE FINANCIAL AFFAIRS AND OPERATIONS OF COMPANIES RATHER THAN PLACE THEM INTO LIQUIDATION PROCEEDINGS This

More information

A Guide to Transactions Involving Directors. www.odce.ie

A Guide to Transactions Involving Directors. www.odce.ie A Guide to Transactions Involving Directors www.odce.ie COPYRIGHT STATEMENT The contents of this document are the copyright of the Director of Corporate Enforcement. Nothing herein should be construed

More information

[ ] numbers in brackets refer to the clause number in the regulations.

[ ] numbers in brackets refer to the clause number in the regulations. DMCC COMPANY REGULATIONS (1/03) AT A GLANCE This document sets out to summarise the main Company Rules and Regulations applicable within the DMCC Free Zone. You are recommended to read the full edition

More information

Title 13-B: MAINE NONPROFIT CORPORATION ACT

Title 13-B: MAINE NONPROFIT CORPORATION ACT Title 13-B: MAINE NONPROFIT CORPORATION ACT Chapter 7: DIRECTORS AND OFFICERS Table of Contents Section 701. BOARD OF DIRECTORS... 3 Section 702. NUMBER AND ELECTION OF DIRECTORS... 3 Section 703. VACANCIES...

More information

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW

OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 GENERAL OVERVIEW OVERVIEW OF CORPORATE AND SECURITIES LAWS APPLICABLE TO PUBLIC COMPANIES IN BRITISH COLUMBIA DATED AS OF OCTOBER 27, 2009 This memorandum contains a general overview of British Columbia corporate law and

More information

GUIDE TO WINDING UP OF SOLVENT AND INSOLVENT COMPANIES IN JERSEY

GUIDE TO WINDING UP OF SOLVENT AND INSOLVENT COMPANIES IN JERSEY GUIDE TO WINDING UP OF SOLVENT AND INSOLVENT COMPANIES IN JERSEY CONTENTS PREFACE 1 1. Summary Winding up 2 2. Creditors Winding up 2 3. Bankruptcy 3 4. End of Period of Duration 4 5. Orders of the Court

More information

Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select

Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select Allianz Insurance plc Sport & Social Clubs and Not For Profit Organisations Directors & Officers Liability Select Policy Overview Product Name/Subject Line Professional Indemnity Policy Overview Contents

More information

Articles of Association

Articles of Association Articles of Association June 2015 Institute of Financial Accountants The Podium, 1 Eversholt Street, Euston, London, NW1 2DN T: +44 (0)207 554 0730 F: +44(0) 207 554 0731 E: mail@ifa.org.uk www.ifa.org.uk

More information

Chadbourne & Parke Regis House 45 King William Street London EC4R 9AN

Chadbourne & Parke Regis House 45 King William Street London EC4R 9AN Chadbourne & Parke Regis House 45 King William Street London EC4R 9AN Contact: John Barlow Telephone: 020 7337 8044 Facsimile: 020 7337 8001 Email: JBarlow@chadbourne.com DIRECTORS & OFFICERS LIABILITY

More information

THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION SHELTERBOX TRUST. Companies Act 2006

THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION SHELTERBOX TRUST. Companies Act 2006 Company No: 04612652 Charity No: 1096479 THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF SHELTERBOX TRUST Companies Act 2006 Company limited

More information

THE TRUST DEED The Trust Deed

THE TRUST DEED The Trust Deed The Trust Deed is a complex document and the following is a summary only. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of The Link REIT.

More information

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION Company number: 4337774 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION OF BRITISH SOCIETY OF DENTAL HYGIENE & THERAPY LIMITED (the "Company") (adopted by special resolution

More information

ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION

ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION CONTENTS CLAUSE 1. Interpretation... 1 2. Object... 3 3. Powers... 3 4. Not for distribution... 4 5. Winding up... 5 6. Guarantee...

More information

Share trading policy. Mortgage Choice Limited ABN 57 009 161 979 ME_89157250_10 (W2003)

Share trading policy. Mortgage Choice Limited ABN 57 009 161 979 ME_89157250_10 (W2003) Share trading policy Mortgage Choice Limited ABN 57 009 161 979 2 Share trading policy 1. Introduction 1.1 The shares of Mortgage Choice Limited ABN 57 009 161 979 (the Company) are quoted on the Australian

More information

D irectors & O fficers Liability Insurance

D irectors & O fficers Liability Insurance Proposal for D irectors & O fficers Liability Insurance PROFESSIONAL RISKS 2nd Floor John Stow House 18 Bevis Marks London EC3A 7JB Tel: +44 (0) 20 7623 4957 Fax: +44 (0) 20 7623 4958-1- PROFESSIONAL RISKS

More information

The Hong Kong Trustees Association. Best Practice Guide for Trustees of Pension Schemes

The Hong Kong Trustees Association. Best Practice Guide for Trustees of Pension Schemes The Hong Kong Trustees Association Best Practice Guide for Trustees of Pension Schemes 1 st Edition: August 2012 The Hong Kong Trustees Association Best Practice Guide for Trustees of Pension Schemes Introduction

More information

Chapter 3 GENERAL AUTHORISED REPRESENTATIVES, DIRECTORS, BOARD COMMITTEES AND COMPANY SECRETARY. Authorised Representatives

Chapter 3 GENERAL AUTHORISED REPRESENTATIVES, DIRECTORS, BOARD COMMITTEES AND COMPANY SECRETARY. Authorised Representatives Chapter 3 GENERAL AUTHORISED REPRESENTATIVES, DIRECTORS, BOARD COMMITTEES AND COMPANY SECRETARY 3.01 [Repealed 1 January 2005] 3.02 [Repealed 1 January 2005] 3.03 [Repealed 1 January 2005] 3.04 [Repealed

More information

DRN. Guide to a Debt Relief Notice

DRN. Guide to a Debt Relief Notice nseirbhís Dócmhainneachta na héirea DRN Guide to a Debt Relief Notice n Insolvency Service of Ireland A Debt Relief Notice enables an eligible insolvent debtor with limited disposable income and assets

More information

CORPORATE RECOVERY & INSOLVENCY

CORPORATE RECOVERY & INSOLVENCY Brochure Corporate-14:Layout 1 1/7/09 13:50 Page 1 CORPORATE RECOVERY & INSOLVENCY Directors Responsibilities Brochure Corporate-14:Layout 1 1/7/09 13:50 Page 2 Your responsibilities as a company director

More information

LIMITED LIABILITY PARTNERSHIP ACT

LIMITED LIABILITY PARTNERSHIP ACT CAP. 30A LAWS OF KENYA LIMITED LIABILITY PARTNERSHIP ACT CHAPTER 30A Revised Edition 2012 [2011] Published by the National Council for Law Reporting with the Authority of the Attorney-General www.kenyalaw.org

More information

Directors Duties. Directors Duties

Directors Duties. Directors Duties Directors Duties The Companies Act 2014 (the Act ), for the first time, codifies directors duties, drawing together both existing statutory rules on transactions involving directors and also the various

More information

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY)

REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) ABACONDA MANAGEMENT GROUP REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) COMPANIES ACT 1993 SUMMARY WITH REFERENCES 2011 Table of Contents Shares of New Zealand Company... 2 Shareholders

More information

Fiduciary Duties 3. Skill and Care 3

Fiduciary Duties 3. Skill and Care 3 Duties & Liabilities of a Director of a Company Incorporated Under the Laws of the Cayman Islands Contents Preface 2 1. Statutory Duties of a Director 3 2. Other Duties of a Director 3 Fiduciary Duties

More information

SPECIMEN. (1) a written demand for monetary damages or non-monetary relief;

SPECIMEN. (1) a written demand for monetary damages or non-monetary relief; In consideration of payment of the premium and subject to the Declarations, General Terms and Conditions, limitations, conditions, provisions and other terms of this Policy, the Company and the Insureds

More information

Our Ref Direct Line Ext Date

Our Ref Direct Line Ext Date [Name and address] AstraZeneca PLC 2 Kingdom Street London, W2 6BD, United Kingdom T: +44 (0) 20 7604 8000 F: +44 (0) 20 7604 8151 astrazeneca.com Our Ref Direct Line Ext Date Dear [Name] On behalf of

More information

Directors Duties when a Company is facing Insolvency

Directors Duties when a Company is facing Insolvency Directors Duties when a Company is facing Insolvency 0 DIRECTORS DUTIES WHEN A COMPANY IS FACING INSOLVENCY Introduction It is well established that the fiduciary and statutory duties of directors are

More information

Fact sheet: Duties of directors of a company limited by guarantee

Fact sheet: Duties of directors of a company limited by guarantee Fact sheet: Duties of directors of a company limited by guarantee Overview This fact sheet concerns the legal duties of directors and other officers of not-for-profit organisations that are incorporated

More information

Insolvency: a guide for directors When Where How - What

Insolvency: a guide for directors When Where How - What Insolvency: a guide for directors When Where How - What Contents 1. About this guide... 3 What is insolvency?... 3 What is The Insolvency Service?... 3 What is compulsory liquidation (winding up by the

More information

DIRECTORS AND OFFICERS LIABILITY The legal position in the United Kingdom

DIRECTORS AND OFFICERS LIABILITY The legal position in the United Kingdom DIRECTORS AND OFFICERS LIABILITY The legal position in the United Kingdom Hill Dickinson LLP London December 2011 About Hill Dickinson The Hill Dickinson Group offers a comprehensive range of legal services

More information

THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE

THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE THE LIABILITY OF COMPANY DIRECTORS AND COMPETENT PERSONS FOR RESOURCE/RESERVE DISCLOSURE ROBYN PHILLIPS Partner, Allen, Allen & Hemsley, Sydney ABSTRACT The provisions in the ASX Listing Rules which require

More information

Standard Terms & Conditions for Supply of Software Development Services

Standard Terms & Conditions for Supply of Software Development Services Sell your Products Online and Web by Numbers are brands of Web by Numbers Ltd (hereinafter referred to as Web by Numbers ) Standard Terms & Conditions for Supply of Software Development Services These

More information

The Companies Act 1862-1900. Private Company Limited by Guarantee and not. having a Share Capital. Memorandum of Association. Children North East

The Companies Act 1862-1900. Private Company Limited by Guarantee and not. having a Share Capital. Memorandum of Association. Children North East The Companies Act 1862-1900 Private Company Limited by Guarantee and not having a Share Capital Memorandum of Association of Children North East As amended by special resolution dated 11 July 2007 1. Name

More information

Cyber and data Policy wording

Cyber and data Policy wording Please read the schedule to see whether Breach costs, Cyber business interruption, Hacker damage, Cyber extortion, Privacy protection or Media liability are covered by this section. The General terms and

More information

Directors Duties in association with the Institute of Directors Ireland. MHC.ie

Directors Duties in association with the Institute of Directors Ireland. MHC.ie Directors Duties in association with the Institute of Directors Ireland MHC.ie Recent Court Decisions Consequences for Directors Shelley Horan BL, BCL, LL.M, CEDR Accredited Mediator, Adjunct Assistant

More information

MICHAEL HILL INTERNATIONAL LIMITED SECURITIES TRADING POLICY AND GUIDELINES

MICHAEL HILL INTERNATIONAL LIMITED SECURITIES TRADING POLICY AND GUIDELINES MICHAEL HILL INTERNATIONAL LIMITED SECURITIES TRADING POLICY AND GUIDELINES This policy applies to all Directors, officers and employees of Michael Hill International Limited and its subsidiaries in New

More information

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business

Thompson Jenner LLP Last revised April 2013 Standard Terms of Business The following standard terms of business apply to all engagements accepted by Thompson Jenner LLP. All work carried out is subject to these terms except where changes are expressly agreed in writing. 1

More information

NOTE - This document is provided for guidance only and does not purport to be a legal interpretation. PERSONAL INSOLVENCY ACT 2012

NOTE - This document is provided for guidance only and does not purport to be a legal interpretation. PERSONAL INSOLVENCY ACT 2012 Background to and purpose of the Act PERSONAL INSOLVENCY ACT 2012 EXPLANATORY MEMORANDUM The Act provides for the reform of personal insolvency law and will introduce the following new non-judicial debt

More information