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

Halden Plc has 6 directors. Its articles require one third of the directors, those longest in office since last election, to retire by rotation at each annual general meeting. At the AGM the members wish to re-elect two retiring directors. A single resolution is proposed to re-elect both together. The articles say nothing about this, but the applicable company law rule for public companies requires each appointment to be voted on separately unless members first agree without opposition to a combined vote. Several members object to a combined vote. What is the position?

The combined resolution is invalid. For a public company, each director's appointment must be voted on separately unless the meeting first agrees, without any vote against, to a single vote. Because members objected, separate resolutions are needed; rotation does not give automatic re-election.

1. AThe combined resolution is valid because it saves time at the meeting
2. BThe combined resolution is valid if it passes by a simple majority
3. CThe combined resolution is invalid and each director must be voted on by a separate resolutionCorrect
4. DThe directors are automatically re-elected without any vote because they retire by rotation