COMPANY DIRECTORS
QUESTION 1
April 2024 Question Two C
Outline the procedure for removal of a company director from office. (7 marks)
QUESTION 2
December 2023 Question Four A
Highlight FIVE main responsibilities of a board of directors in a company. (5 marks)
QUESTION 3
August 2023 Question One C
The general rule is that companies must not give loans to directors. However, there are certain circumstances under which a company can give loans to a director.
In relation to the above statement, examine THREE such circumstances. (6 marks)
QUESTION 4
August 2023 Question Three C
List FOUR fiduciary duties of company directors. (4 marks)
QUESTION 5
April 2023 Question Two B
In the context of Company Directors:
(i) Explain the indoor management rule. (4 marks)
(ii) Identify what constitutes Directors’ remuneration. (6 marks)
QUESTION 6
December 2022 Question Six A
You have been invited to speak at the board induction meeting of Ciffina Limited where three new directors have been appointed.
In relation to the above statement, outline FIVE statutory duties of a director. (5 marks)
QUESTION 7
August 2022 Question One B
In relation to Company Directors:
(i) Describe four items that constitute directors’ remuneration. (4 marks)
(ii) Summarise the information on loans, quasi-loans or credit transactions in favour of directors, their controlled bodies corporate and their connected entities that is required to be included in the notes to the financial statements of a company. (6 marks)
QUESTION 8
April 2022 Question Three A
Summarise six grounds for disqualification of directors. (6 marks)
QUESTION 9
December 2021 Question Seven A
With specific reference to Company Directors:
(i) Summarise four categories of persons who are deemed by law to be connected with a director. (5 marks)
(ii) Every company must keep a register of directors. Identify five types of particulars that must be kept with respect to a director who is a .natural person. (5 marks)
QUESTION 10
December 2021 Pilot Paper Question One
a) Explain four limitations to a director’s powers to act that may be contained in a company’s constitution. (8 marks)
b) Describe six general duties of a director under the Companies Act, 2015 or equivalent legislation. (12 marks)
QUESTION 11
September 2021 Question Four A and B
The rule in Royal British Bank vs Turquand is a modification of the normal agency principle of actual, usual and apparent authority.
(a) With reference to the above statement, discuss five circumstances under which a company might not be held liable to an outsider for the actions of its officer.
(10 marks)
(b) Explain seven requirements necessary for the passing of a special resolution in company meetings. (7 marks)
QUESTION 12
May 2021 Question One B
State six particulars that a company’s register of directors is required to contain:
Note: Register of directors who are natural persons. (6 marks)
QUESTION 13
May 2021 Question One C
As a company law expert, you have been approached by three friends who intend to form a private company to give guidelines on matters regarding directors.
Explain to the three friends, the relevant governing legal provisions on each of the items below:
(i) Minimum number of directors for a private company. (1 mark)
(ii) Minimum age for a director. (1 mark)
(iii) Two requirements that a loan to directors must meet. (2 marks)
QUESTION 14
November 2020 Question six B
(i) Explain two ways through which alternate directorship might be terminated. (2 marks)
(ii) Describe three circumstances when a court might make a disqualification order against a director. (6marks)
QUESTION 15
November 2019 Question one B
With specific reference to Directors, summarise five provisions of the Companies Act in your country which govern the removal of a director from office before the expiry of his term. (10 marks)
QUESTION 16
May 2019 Question six A
In relation to the duties of directors:
(i) Discuss three propositions of care, skill and diligence as enumerated in Re City Equitable Fire Insurance Company Ltd. (6 marks)
(ii) Highlight four statutory duties of a director according to the Companies Act.
(4 marks)
QUESTION 17
November 2018 Question two A
It is unlawful for a company to issue a loan to any person who is its director or a director of its holding company or extend a guarantee or provide security in connection with a loan.
Required:
Summarise the exceptions to the above rule. (10 marks)
QUESTION 18
November 2018 Question two C
(i) Explain the meaning of the term “insider dealing”. (2 marks)
(ii) State two persons who might engage in insider dealings. (2 marks)
QUESTION 19
November 2017 Question three B
Birds Limited has three directors; Peacock, Sparrow and Vulture.
Advise on the legal implication of each of the following situations:
(i) Vulture’s son has recently turned eighteen and Vulture wishes to appoint him a director of the company. (4 marks)
(ii) The company is considering the purchase of a substantial quantity of goods from Fly Limited in which Sparrow has a large shareholding though he is not a director. Peacock and Vulture are unaware of Sparrow’s interest in Fly Limited. (4 marks)
(iii) In view of adverse publicity, Vulture and Sparrow decide to exclude Peacock from participating in the company’s affairs. (4 marks)
QUESTION 20
May 2017 Question two A
Ronald Dola is a director at Valleys Limited. He recently made a procurement decision that resulted in heavy losses for the company. He has also missed all the board and committee meetings that he was expected to attend. He further delegated work to his junior. Mark, who ended up making grave financial mistakes despite being the Finance Manager of the company, resulting in losses to the company.
In light of the above, analyse the duties of a director in a company and advise Valleys Limited on its legal rights, if any, against Ronald Dola. (10 marks)
QUESTION 21
November 2016 Question two C
In relation to the directors’ duty of disclosure of interest, outline five matters which the directors are required to disclose in order to avoid being penalised under the Companies Act. (10 marks)
QUESTION 22
May 2016 Question one A
Describe five grounds upon which a person might be disqualified from acting as a company’s director. (10 marks)
QUESTION 23
November 2015 Question six A
Describe the procedure for removal of a company director from office. (10 marks)
QUESTION 24
September 2015 Question six C
Explain the meaning of ‘connected persons’in relation to insider dealing. (6 marks)
QUESTION 25
September 2015 Question seven B
Explain four circumstances under which the office of a director might be vacated.
(4 marks)
