be located at the place stated in the Articles of Incorporation. Section 2. Other Offices.- The Corporation may also have a branch office or branch offices at such other place or places within or outside the Philippines as the Board of Directors may from time to time determine as the business of the Corporation may require. ARTICLE II : Shares of Stock and Their Transfer Section 1. Certificates of Stock.- Each stockholder shall be entitled to receive one or more certificates
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Major Assignment: Directors’ Duties Case Part A: Whether the directors are in breach of their duties of care‚ skill and diligence Issue1: who owes the duty? According to S 9‚ the person who is appointed to be a director or the person who is appointed to be an alternate director and is acting in that capacity‚ is a director of the company. (S9) As we can see from the case‚ Peter Pansy‚ Fred Fuchsia and Marie Gold are directors of the company‚ and Alison Astor who is appointed to fill a casual
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act in its own person… it can only act through directors’‚ Cairns LJ‚ pp 89-90. Ernest v Nicholls (1857) 6 HL Cas 401 ‘[The shareholders] can only act through the directors‚ and the acts of the individual shareholders have no effect whatever on the company at large’‚ Lrd Wensleydale‚ p 419. Bushell v Faith 1969 1 All ER 1002 Where directors were empowered by the articles to increased voting rights on any resolution to remove them as directors‚ such a right was valid even though this might
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The Coca-Cola Company In 2006‚ The Coca-Cola Company adopted a new compensation plan for its Board of Directors. Its main point is that‚ the members of the Board get payed if the Company meets the performance goals it targeted. During a period of 3 years (mid-point of the Company´s performance strategy)‚ yearnings per share must raise at a compound rate of 8% a year. The plan foresees a flat fee of $175.000 in stock each year‚ with no extra payments. When the performance goal is met‚ at the end
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between a director and a company‚ the relationship between the promoters and the corporation and the relationship between business partners. In each relationship‚ what kinds of the fiduciary duties should be performed is elaborated in details. The aim of the project is to help the readers to understand what “fiduciary obligations” actually means in Australian law. Fiduciary Duty of Directors According to the general law and the Corporations Act ss181 -184‚ as fiduciaries‚ the directors must have
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an AGM should be called ‘special business’ with a few exceptions as below which are normally known as ‘ordinary business’: (i) Consideration of the accounts‚ balance sheet and the reports of the directors and auditors (ii) Declaration of a dividend recommended by the directors (iii) Election of directors in place of those retiring (iv) Appointment and fixing of the remuneration of auditors In order for a meeting to be valid‚ it must be properly convened‚ properly conducted and properly constituted
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Q1 A: How are the first directors of the company appointed? The shareholders appoint the Board of Directors‚ which can‚ and often will‚ include some of theshareholders. In small businesses the owner may be the sole director. Sometimes‚ however‚ as acorporation grows‚ it becomes advantageous to bring in an additional director‚ or directors‚ to presentother opinions and expertise on business matters. Q1 B: What is the notice period required for a board meeting? A nswer: Immediate‚ the board meeting
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ARTICLES OF ASSOCIATION of the Corporation (Société Anonyme) under the name DUTY FREE SHOPS S.A. having its registered office in Aghios Stefanos‚ Attica‚ Company Reg. No. 14216/06/B/86/06 SECTION I NAME – OBJECT – REGISTERED OFFICE – TERM – SHARE CAPITAL Article 1 Name The name of the company is “DUTY FREE SHOPS AND INDUSTRIAL‚ MANUFACTURING‚ TECHNICAL AND BUSINESS COMPANY S.A.”. For its international business the name of the company shall be used in faithful translation into the respective language
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reputation‚ listed in Hong Kong‚ Shanghai‚ New York and London. (Sinopec‚ Fact Sheet‚ 2009) Like every Joint Stock company in China‚ it consists of three main bodies: The shareholders general meeting as the highest authority which appoints the board of directors (executive) which in turn is being inspected by the supervisory board. More detailed information concerning the corporate governance and the organizational structure will be given in Chapter 2. 1.1. History The gigantic China Petrochemical Corporation
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: Wong Kai Jun Tutorial Group : T14 Tutor : Assoc/P Gan Lay Hong‚ Pauline Company Law Assignment The law requires that directors not take corporate opportunities without the permission of the company. The first part of the essay will touch on the ambit of this duty‚ and then I will go on to discuss whether the law imposes too harsh a burden on directors in this regard. First of all‚ "corporate opportunity" refers to a business opportunity which the company is considering or one
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