ABSTRACT

This chapter describes that shareholders plays an important role in the governance of companies, general meetings, class meetings, written resolutions and unanimous shareholder agreements provides a framework for shareholder decision-making. A company is a separate legal person able to conduct business. However, a company can only act through agents and apart from small owner-managed companies, it is usual for shareholders to delegate management of the company to directors, who may or may not also be members of the company. By appointing the board of directors the shareholders in general meeting appoint agents to act for the company. The articles of association generally state that the business of the company is conducted by board of directors. However, shareholder approves the company legislation that provides the certain decisions. The Companies Act 2006 reserves certain rights to shareholders, but it has become apparent in recent years that there is a need for separate regulation developed through a series of self-regulatory codes.