每日一练F4（ENG） 答案回复可见
<p>6 In relation to company law distinguish between:<br/>(a) executive directors; (4 marks)<br/>(b) non-executive directors; (3 marks)<br/>(c) shadow directors. (3 marks)<br/>(10 marks)</p><p>6 This question raises issues relating to the important topic of corporate governance. It requires a consideration of the role of directors<br/>with an explanation of the distinction between executive or non-executive directors and shadow directors.<br/>(a) Executive directors usually work on a full-time basis for the company and may be employees of the company with specific<br/>contracts of employment. Section 227 of the Companies Act 2006 defines a director’s service contract as a contract under<br/>which a director of the company undertakes personally to perform services (as director or otherwise) for the company. Section<br/>228 requires a copy of every director’s service contract to be kept available for inspection and under s.229 company members<br/>have the right to inspect and request a copy of such contracts.<br/>Additionally s.188 of the Companies Act 2006, relating to directors’ long-term service contracts, requires that no such<br/>contract may be longer than two years, unless it has been approved by resolution of the members of the company.<br/>In fact the Combined Code on Corporate Governance recommends that the maximum period for directors’ employment<br/>contracts should be one year.<br/>(b) Non-executive directors do not usually have a full-time relationship with the company; they are not employees and only<br/>receive directors’ fees. The role of the non-executive directors, at least in theory, is to bring outside experience and expertise<br/>to the board of directors. They are also expected to exert a measure of control over the executive directors to ensure that the<br/>latter do not run the company in their, rather than the company’s, best interests.<br/>It is important to note that there is no distinction in law between executive and non-executive directors and the latter are<br/>subject to the same controls and potential liabilities as are the former.<br/>(c) Shadow director<br/>Section 250 of the Companies Act 2006, defines a director as including ‘any person occupying the position of a director, by<br/>whatever name called.’ The point of such a tautological definition is to emphasise the fact that it is the person’s function rather<br/>than their title that defines them as a director and makes them subject to all the rules of company law that apply to directors.<br/>It is possible that someone who in reality exercises control over a company’s decision making might seek to evade their<br/>responsibilities and potential liabilities as a director. For example they could attempt to do this by appointing some other<br/>people as nominal directors without themselves being formally appointed to the board of directors. They would, nonetheless,<br/>exercise control over the business. It was in order to regulate such potential activity by those who exercise control over<br/>companies from behind the scenes that the concept of the shadow director was introduced. Thus s.251 of the Companies<br/>Act 2006 provides that a shadow director in relation to a company, means a person in accordance with whose directions or<br/>instructions the directors of the company are accustomed to act. However it should be noted that a person is not to be<br/>regarded as a shadow director simply for the reason that the directors act on advice given by him in a professional capacity.<br/>Thus neither accountants nor lawyers are made liable on the simple basis that they provide advice which the board of directors<br/>may act on.</p> 谢谢~~··· aa a a O(∩_∩)O谢谢 222 thansk dd 谢谢 3ks 顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶顶 <p>Cool..</p> A页:
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