Responsibilities of Board of Directors
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Questions and Answers

The purpose of the appointment of directors is for them to administer the ______ of a company

business

They may not be called Directors. Examples other names in the absence of calling them directors are Council Members, Senators, Regents, ______ etc.

Executive

A person or people may not have been appointed director(s) but may be saddled with the responsibilities of directors if they represent (or hold themselves out) to be Directors, or they knowingly allow themselves to be held out to be Directors; or they issue directions or instructions that the duly appointed Directors, In fact one is said to hold himmself as a ______ of a company

director

In Commodore v. Fruit Supply (Ghana) Ltd, a shareholder who had his name on the company letterhead as director and was transacting business on behalf of the company was deemed a ______

<p>Director</p> Signup and view all the answers

The conduct of a company’s business is the responsibility of the Board of Directors’(Hayfron Benjamin J in Okudjeto v Irani Brothers in (1974) 1 GLR 74 ) The purpose of the appointment of directors is for them to administer the ______ of a company

<p>business</p> Signup and view all the answers

A Director need not be a Member or Shareholder of the company, unless the Constitution holds otherwise, as per section 174 (1). Appointment of a person to be appointment of Director requires his or her ______

<p>consent</p> Signup and view all the answers

The First Directors are to be named in the Application for ______ for incorporation (section 13 (2)(g))

<p>incorporation</p> Signup and view all the answers

A company's constitution may make provision for the appointment of a Director by any class of shareholders, Debentureholders, creditors, employers or any other person (section 172(4)). When there is a casual vacancy occurs in the Board of Directors, it may be filled by continuing Directors or Ordinary Resolution of company in ______

<p>General</p> Signup and view all the answers

Act 992 identifies various types of directors. These are substitute director, Alternate director, Executive Director and ______ Director

<p>Managing</p> Signup and view all the answers

A substitute Director deputises for the main Director. A substitute Director can attend a meeting even if the ______ Director

<p>main</p> Signup and view all the answers

According to the Constitution, is it mandatory for a Director to be a Member or Shareholder of the company?

<p>No, not necessarily</p> Signup and view all the answers

In what circumstances does a casual vacancy occur in the Board of Directors?

<p>When a Director leaves office due to resignation, death, incompetence, or removal</p> Signup and view all the answers

Under what circumstances can a substitute Director be appointed?

<p>If allowed by the company's constitution or by an organ of the company</p> Signup and view all the answers

Can an Alternate Director appoint another person as an Alternate Director?

<p>No, unless allowed by the company's constitution</p> Signup and view all the answers

What is the primary responsibility of Directors in a company?

<p>Administration and management of the company's business</p> Signup and view all the answers

What is the responsibility of the Board of Directors, according to the text?

<p>To administer the business of the company</p> Signup and view all the answers

Who may be considered as a director even if not formally appointed?

<p>Individuals who represent themselves as directors</p> Signup and view all the answers

In Commodore v. Fruit Supply (Ghana) Ltd, what action led to the individual being deemed a director?

<p>Having their name on the company letterhead as a director</p> Signup and view all the answers

Who can fill a casual vacancy in the Board of Directors, as per the text?

<p>Continuing Directors or Ordinary Resolution of company</p> Signup and view all the answers

What is one of the roles that may lead to an individual being considered a director, according to the text?

<p>Holding an executive position in the company</p> Signup and view all the answers

Study Notes

Directors in a Company

  • The primary purpose of appointing directors is to administer the affairs of a company.
  • Directors can be referred to by other names such as Council Members, Senators, Regents, etc.

Appointed Directors vs. De Facto Directors

  • A person may be considered a director even if not formally appointed if they:
    • Represent themselves as a director
    • Allow themselves to be held out as a director
    • Issue directions or instructions to appointed directors
  • In Commodore v. Fruit Supply (Ghana) Ltd, a shareholder who had their name on the company letterhead as a director and transacted business on behalf of the company was deemed a director.

Responsibilities and Appointment of Directors

  • The conduct of a company's business is the responsibility of the Board of Directors.
  • A director need not be a member or shareholder of the company, unless the Constitution holds otherwise.
  • Appointment of a director requires their consent.
  • The First Directors are to be named in the Application for Registration for incorporation.

Filling Vacancies and Types of Directors

  • A casual vacancy in the Board of Directors may be filled by continuing Directors or an Ordinary Resolution of the company.
  • Act 992 identifies various types of directors, including:
    • Substitute Director
    • Alternate Director
    • Executive Director
    • Independent Director
  • A substitute Director deputises for the main Director and can attend a meeting even if the main Director is present.

Circumstances and Responsibilities

  • A casual vacancy occurs in the Board of Directors when a director leaves the position.
  • A substitute Director can be appointed when a main Director is absent or unable to perform their duties.
  • The primary responsibility of Directors is to administer the affairs of a company.
  • The responsibility of the Board of Directors is to conduct the business of the company.

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Description

This quiz explores the responsibilities of the Board of Directors in administering the business of a company, as well as alternative names and titles for directors. It covers the legal framework and purpose of director appointments.

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