- 15 Marks
Question
Directors of a company are the executives that direct the “mind and will” of the company. Persons who occupy such important positions must have certain attributes.
You are required to:
(a) Explain briefly TWO types of persons that are disqualified from being Directors of a company. (5 Marks)
(b) Explain briefly FIVE circumstances under which a person must vacate office as a Director.
Answer
(a) The following persons are disqualified from being Directors of a company:
- An infant, that is, a person who is below the age of eighteen years.
- A lunatic, that is, a person who is medically certified as being of an unsound mind.
- A person who has been convicted for an offence in connection with the promotion, formation, or management of a company. This disqualification is not to exceed a period of ten years.
- A person who has vacated or is being made to vacate his office as a Director.
- A corporation, other than its representative appointed to the Board for a given term.
(b) The office of Director shall be vacated in the following circumstances:
- If the Director does not pay for his minimum qualification shares within two months of his becoming a Director.
- If the Director becomes bankrupt or makes any arrangement or composition with his creditors.
- If he has been convicted of any offence in connection with the promotion, operation, or management of a company.
- If he resigns his office by notice in writing to the company, and such notice is accepted by members.
- If he becomes of unsound mind and is so medically certified.
- If the Director ceases to hold his qualification shares as fixed by the Articles of Association.
- If any additional provision for vacation of office in the Articles becomes applicable, for example, expiration of his term of office.
- If a Receiver is appointed to take over the management of the company, following debenture holders’ action against the company.
- If the company is wound up, either voluntarily or by order of the court
- Tags: Company Law, Corporate Governance, Directors' Removal, Disqualification
- Level: Level 1
- Topic: Company Law
- Series: NOV 2013
- Uploader: Theophilus