Chapter 8 Self-test Questions

. Identify which of the following are not eligible to act as a director.

A person with a criminal record cannot act as director.

The company's articles can state that certain persons are ineligible to act as director.

A person over the age of 70 cannot act as director, unless the general meeting so consents.

A company's statutory auditor cannot act as its director.

An undischarged bankrupt cannot act as director.

A person under the age of 16 cannot be appointed as director.

A person who is subject to a disqualification order or undertaking cannot act as director, without the leave of the court.

. The model articles state that a director can be appointed by?

A director must be appointed by a resolution of the company.

A director must be appointed by a decision of the directors.

A director can be appointed by a decision of the directors or an ordinary resolution of the company.

A director must be appointed by the nomination committee.

. What does s 161(1) of the Companies Act 2006 state?

The acts of a director are valid even if it is later discovered that there was a defect in his appointment, he was disqualified, he had ceased to hold office, or he was not entitled to vote.

A director whose appointment is invalid cannot legally bind the company to third parties.

A director whose appointment is invalid is not an agent of the company.

The acts of a director are invalid if it is later discovered that there was a defect in his appointment, he was disqualified, he had ceased to hold office, or he was not entitled to vote

. When will a director be entitled to be remunerated (select all that apply)?

Where the articles provide that the director is entitled to be remunerated.

Where the director's remuneration is approved by the members.

A person becomes entitled to be remunerated upon their appointment as director.

Where the director has a contract with the company that entitles him to be remunerated.

. Under the model articles, who determines a director's remuneration?

The company in general meeting.

The directors.

The remuneration committee.

The company's auditor.

. Identify which of the following statements regarding board size are true.

Both public and private companies only require one director.

A private company must have at least one director.

A public company must have at least two directors.

A company's articles can specify a maximum board size.

The company's articles can specify a minimum board size

. The Companies Act 2006 provides that the roles of CEO and chair cannot be exercised by the same person.

True.

False.

. The UK Corporate Governance Code recommends the establishment of several board committees. Which of the following committees are not recommended by the Code?

A risk management committee.

A nomination committee.

A cyber-security committee.

An audit committee.

A remuneration committee.

A succession planning committee.

. Which of the following statements regarding the company secretary are true?

A public company must keep a register of its secretaries.

A company secretary has apparent authority as regards administrative matters.

A public company must appoint a company secretary.

A company may appoint more than one company secretary.

A company secretary is an agent of the company.

A private company must appoint a company secretary.

A company secretary is an officer of the company.

A director may not also act as company secretary.

A private company must have a company secretary if its articles so provide.

. Which of the following is not a recommendation of the Hampton-Alexander Report?

There should be no all-male nomination committees in the FTSE 350.

By the end of 2020, there should be at least 15 female CEOs in the FTSE 100.

FTSE 350 boards should aim for 33 per cent female representation by the end of 2020.

FTSE 100 companies should aim for a minimum of 33 per cent female representation on their Executive Committee by 2020.

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