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

Zenith Ltd's articles are silent on who may appoint directors. Under the Global variant approach to company law, who normally has the power to appoint a director of a company by default?

Shareholders normally appoint directors by ordinary resolution. They own the company and the board derives its authority from them, so absent other provisions the members, not auditors or bankers, make the appointment.

  1. AThe company's shareholders, by passing an ordinary resolutionCorrect
  2. BThe company's external auditor
  3. CThe company's bankers

Explanation

Directors are agents of the company, and the shareholders as the company's owners normally appoint them, usually by ordinary resolution at a general meeting. Auditors and bankers have no default power of appointment.

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