ACCA Applied Skills · Corporate and Business Law (Global) · Company directors
Zephyr Ltd has a board of three directors. The company's constitution is silent on how new directors are appointed. At a general meeting, shareholders holding a majority of the voting rights wish to appoint Mira as an additional director. Which statement best describes the position under general company law principles applied in the Global variant?
Mira can be appointed by an ordinary resolution of the shareholders. Where the constitution is silent, the members may appoint directors by a simple majority of votes cast, so neither unanimity, a court order, nor board approval alone is required.
- AMira can be appointed by an ordinary resolution of the shareholders, because the members are the ultimate owners of the companyCorrect
- BMira can only be appointed by the existing directors, because shareholders have no power over board composition
- CMira can only be appointed with the consent of every shareholder
- DMira can only be appointed by a court order
Explanation
Where the constitution does not give the power elsewhere, shareholders may appoint directors by ordinary resolution (more than 50% of votes cast). Option B is wrong because the members retain this power and it is not reserved to the board. Unanimity and court orders are not required.
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