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ACCA Applied Skills · Corporate and Business Law (Global) · Company directors

Brava Ltd's members pass a single resolution at a general meeting appointing three named people as directors together. The company's articles say nothing on the matter, but the applicable company law requires that appointments of directors of public companies be voted on individually unless members agree otherwise without opposition. Brava Ltd is a public company and one member objects to the block vote. What is the effect?

The block appointment is void, because a public company must vote on directors individually unless the meeting agrees to a single vote without opposition. A member objected, so the three people must each be proposed separately. Auditor consent cannot validate the defective resolution.

  1. AThe block appointment is valid because the objection is irrelevant
  2. BThe block appointment is void as it was not voted on individually despite the objection, so each person must be proposed separatelyCorrect
  3. CThe appointment is valid but only for the first named person
  4. DThe appointment is valid provided the auditor consents afterwards

Explanation

The rule given is that public company directors are voted on individually unless the meeting agrees to a block vote without any opposing vote. Because a member objected, the block resolution does not comply and is void. It is not partly valid, and auditor consent cannot cure it.

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