Companies Act 2006 Changes Affecting Directors

• contracts of service;
• loans, ‘quasi-loans’ and credit agreements;
• payments for loss of office; and
• transactions involving assets of substantial value.

In general, these will need to be approved by the shareholders.
 
There are several exceptions. For example, a director’s contractual entitlement to compensation under his or her contract of service need not be approved by shareholders. Most transactions involving a director and a non-UK subsidiary also do not require shareholder approval. Shareholders do have the right to request a copy of a director’s service contract on payment of an appropriate fee.
 
There are also substantial changes to the rules governing proxy rights (the rights of proxies are increased substantially) and amendments to the rules dealing with the calling of general meetings, which have been relaxed.
 
We can advise you to help you ensure your company procedures comply with the provisions of the Companies Act.

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