ABSTRACT

Generally, companies will delegate considerable powers of management to the directors of the company. Table A of Art 70 provides:

The company will obviously delegate only such powers as it itself has. Thus, the directors are not competent to engage in ultra vires transactions. As has been seen, however, ultra vires transactions may be ratified and the breach of directors’ duties may be ratified by a separate special resolution. Furthermore, the directors can only validly act in the interests of the company and for the purposes for which the powers are conferred upon them as has been noted: see Hogg v Cramphorn Ltd (1967); Bamford v Bamford (1970) (at para 11.7).