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

Kora plc, a public company, holds a general meeting at which members pass a single ordinary resolution appointing three named individuals as directors together, without any prior unanimous agreement to proceed in that way. A shareholder later challenges the appointments. Which statement is correct under the usual rule for public companies?

The appointments are invalid. In a public company each director must normally be appointed by a separate resolution, and appointing several together is allowed only if the meeting first unanimously agrees to that procedure, which did not happen here.

1. AThe appointments are valid because an ordinary resolution is sufficient to appoint any number of directors in one vote
2. BThe appointments are valid only if the resolution was passed by at least 75% of votes cast
3. CThe appointments are invalid because a public company's members cannot appoint directors at a general meeting
4. DThe appointments are invalid because in a public company each director must be appointed by a separate resolution unless the meeting first agrees to a single resolution without any vote againstCorrect