Foreword
Introduction
Role of the Company Secretary
Duties as a Deemed Director
Established and Best Practice
Core Duties of the Company Secretary
Additional Duties of the Company Secretary
Powers of the Company Secretary
Appendix: Offences under the Companies Act 1993
Copyright
2000
IMPORTANT DISCLAIMER:
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The Institute, the author and editor expressly disclaim all and any
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permission of the Author.
This document has been produced by the
Chartered Institute of Corporate Management in consultation with member and
non-member company secretaries. It is intended to be an authoritative guide to
the duties of the company secretary in New Zealand public and private registered
companies. Its purpose is to distinguish between the duties which all company
secretaries should perform (core duties) and those which they often
perform (additional duties). Core duties are defined as those for which
the company secretary is responsible as a deemed director of the company
and those undertaken as a matter of established and best practice. Our
list of core duties is therefore a distillation of statue, common law and good
practice.
For those who are newly appointed to the
office of company secretary, this document should provide invaluable guidance as
to the extent of the company secretary’s duties and responsibilities.
Experienced professionals will also find the document useful because it focuses
on those areas where the company secretary may be held personally liable for the
company’s failure to comply with the law.
As a deemed director of the company at
the centre of the decision making process, the company secretary is in a
powerful position of influence.
The company secretary should assist and
guide the directors in their pursuit of profit and growth but should also act
with integrity and independence to protect the interests of the company, its
shareholders and its employees. Today’s company secretary should play a
proactive and central role in the governance of the company. This requires
excellent communication skills, a thorough knowledge of the company’s business
and applicable regulations, strength of character, integrity, and above all a
professional approach.
We record our appreciation and thanks to
Mark Robertson Shaw of The F.I.R.S.T. Foundation who prepared this
booklet.
Whilst the law does not now require
every NZ registered company to appoint a company secretary the appointment of a
company secretary by the board of directors is essential element of the
governance structure. As directors have come under increased pressure to govern
their companies better they have had to place more reliance on company
secretaries to perform increasingly complex tasks more efficiently and, what is
becoming more important, to keep the company out of court.
However, the law does not state
explicitly what the company secretary should do once appointed. Indeed, no
references to the company secretary in the Companies Act 1993 might lead a
person newly appointed to the post to underestimate the extent of the
responsibilities acquired.
A closer examination of the law and
modern business practice reveals that the company secretary in likely to be a
deemed director of the company with a central role in the governance and
administration of its affairs
The role of the company secretary is:
The
company secretary
The company
secretary’s duties as an officer of the company form the basis of what we have
defined as core duties and are those which all company secretaries must attend
to in order to comply with the law, regardless of the terms of their individual
contracts of employment.
It is vital
that company secretaries are aware of their duties and potential liabilities as
a deemed director .1. of the
company. The fiduciary duties of directors apply equally to executives occupying
senior management positions in the company and authorised to act on its behalf 2. This usually
includes the company secretary who, in any event, as an officer has the
following duties: to act in good faith in the interests of the company; not to
act for any collateral purpose; to avoid conflicts of interest; and not to make
secret profits from dealings for and on behalf of the company.
Company
secretaries must take care to ensure that, where certain of their
responsibilities are delegated, such tasks are properly executed since they can
be held accountable in law for any failure of the company to comply.
1. s.130 of the Companies Act 1993
2. s.126 of the Companies Act 1993
Some matters
have been deemed by the Institute to be core duties even though they cannot be
supported by statutory references.
For example,
ensuring compliance with Stock Exchange rules and regulations has been included
in the list of core duties. However, the rules of the New Zealand Stock
Exchange, which is the competent authority in New Zealand for the purposes of
admission of securities to listing, do not provide for the personal liability of
the company secretary
The penalties
imposed by the Stock Exchange for non-compliance with its rules are normally
directed towards the directors or company itself and can include a public
reprimand of the directors, suspension or withdrawal of the company’s listing.
There is, therefore, no strict legal basis on which to include compliance with
Stock Exchange regulation in the list of core duties.
In practice,
the duties are closely related to the company secretary’s other duties as an
officer of the company. Indeed, it would be almost impossible for company
secretaries of public companies to perform their statutory duties without some
involvement in Stock Exchange compliance. It is therefore a matter of best
practice that the company secretary should be responsible for this area. The
fact that it is also established practice in virtually all public companies
means that it must also be included as a core duty.
ETHICAL CONSIDERATIONS AND
THE COMPANY SECRETARY
A company’s
ethics are usually judged by the way it treats shareholders and other members of
the public who are affected by its activities. The fraudulent activities of a
number of corporate executives, and the business failures to which they have
sometimes given rise, have been widely publicised in New Zealand.
As a reaction
to the revelations after the 1987 crash, where personal greed and short-term
advantage were in certain well-known organisations, put ahead of fairness or
reputation, a remarkable change in attitude has taken place. Over the last few
years prominent business leaders have become more focussed on business ethics,
which have gained the attention of a wider audience.
The
Institute’s Code of Ethics (Appendix II) is a practical framework for correct
behaviour, with an emphasis on fairness and good conduct towards those with whom
the corporate manager deals. It is not an esoteric treatise on professional
conduct but a practical working document.
Occasionally
it will be necessary for the company secretary to show firmness and follow a
certain course of action despite criticism, discontent, and even hostility of
directors, as well as perhaps senior colleagues within the organization.
Although the contribution of the company secretary must be positive and
constructive, as there is no point in being unnecessarily rigid, there will be
times when “no” must be said.
It may be
that the company secretary needs greater protection than other employees and
should not be subject to the threat of summary dismissal for putting forward a
point of view which may be unpalatable to the directors.
A reputation
for reliable and fair dealing is a valuable asset assisting companies to survive
and achieve their long-term goals. While most companies want to be considered
behaving ethically, there is no simple answer, no universally accepted set of
principles, and no agreement about what are ethical issues.
The company
secretary is therefore essential in helping to uphold proper ethical standards
of governance
The core
duties of the company secretary of a New Zealand company limited by shares are
as follows:
1.
Board Meetings
Co-ordinating
the operation of the company’s formal decision making and reporting machinery;
formulating meeting agendas with the chairman and /or the chief executive;
attending and minuting of the meetings; maintaining minute books; certifying
copies of minutes; and ensuring that correct procedures are followed.
2.
General Meetings
Originating
and obtaining internal and external agreement to all documentation for
circulation to shareholders; co-ordinating the administration and minuting of
meetings; and ensuring that correct procedures are followed.
3.
Company Constitution
Ensuring that
the company complies with its constitution; drafting and incorporating
amendments in accordance with correct procedures
4.
General Compliance
Monitoring
and ensuring compliance 3 with relevant
legal requirements, particularly under the Companies Act.
5. Stock Exchange Requirements
Monitoring and ensuring compliance with the requirements of the New Zealand Stock Exchange; managing relations with the exchange through the company’s brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; and making applications for listing of additional issues of securities
3 The company secretary may not be
personally involved with all areas of compliance and ‘ensuring compliance’
may read as ensuring that satisfactory arrangements are in place to secure
compliance
4 If the company is quoted on an overseas Stock Exchange, the company secretary will also be responsible for monitoring and ensuring compliance with that exchange’s regulations and procedures
6.
Statutory Registers & Books
Maintaining
the following books and statutory registers
7.
Statutory Returns
Filing
information with the Registrar of Companies to report certain changes regarding
the company or to comply with requirements for periodic filing. Of particular
importance in this regards are:
8.
Report & Accounts
Co-ordinating
the publication and distribution of the company’s annual report and accounts
and interim statement in consultation with the company’s internal and external
advisers and, in particular preparing the directors’ report.
9.
Share Registration
Maintaining
the company’s register of members; dealing with transfers and other matters
affecting shareholdings; and dealing with queries and requests from shareholders
5
5 Although this may be dealt with by
external service registrars, the company(including the company secretary) may
still be held liable for any failure to comply with the law. The company
secretary will therefore be responsible for liaison with the registrars and
resolving matters of particular sensitivity
10.
Shareholder
Communication
Communicating
with the shareholders (i.e. through circulars); payment of dividends and
interest; issuing documentation regarding rights issues and capitalisation
issues; general shareholder relations; and relations with institutional
shareholders and their investment protection committees
11.
Shareholder
Monitoring
Monitoring
movements on the register of members to identify an apparent
“stake-building’ in the company’s shares by potential takeover bidders;
and making inquiries of members as to beneficial ownership of holdings
12.
Share and Capital Issues & Restructuring
Implementation
of changes in the structure of the company’s share and loan capital and
devising; implementing and administering directors’ and employees’ share
participation schemes
13.
Acquisitions
& Disposals
Participating
as a key member of the company team established to implement corporate
acquisitions and disposals; protecting the company’s interests by ensuring the
effectiveness of all documentation and that due diligence disclosures enable
proper commercial evaluation prior to completion of the transaction
14.
Corporate Governance
Reviewing
developments in corporate governance and advising and assisting the directors
with respect to their duties and responsibilities and compliance with their
personal obligations under company law and, if applicable Stock Exchange
requirements.
15. Non-Executive Directors
Acting as a
channel of communication and information for non-executive directors
16.
Company Seal
Ensuring the
safe custody and proper use of the company seal
17.
Registered Office
The
establishment and administration of the registered office; the receipt,
co-ordination and distribution of official correspondence received by the
company at its registered office; and ensuring the provision of facilities for
the public inspection of company documents
18. Subsidiary Companies
The administration of subsidiary companies; implementing changes to, and maintaining a record of the group’s structure
In contrast
with the duties and responsibilities arising from the list of offences in
Appendix A, the duties which the company secretary commonly undertakes in areas
such as accounting, property, pensions and insurance management cannot be
considered to be core duties. However, these duties frequently take up a
substantial proportion of the company secretary’s time and their importance
should not be underestimated.
The
professional background, previous work experience and general personal
capabilities of the company secretary will generally dictate the nature and
scope of these additional responsibilities. For example, a lawyer is more likely
to undertake litigation, an accountant more likely to manage a treasury
function, and a Chartered Secretary more likely to manage property, pensions and
insurance matters. However, these examples are merely examples and, in practice,
there are very few areas that are the exclusive preserve of any category of
professional,. Most company secretaries will be involved in one or more of the
following activities:
Commercial law Intellectual property
Conveyancing Contract drafting
Contract vetting Contracts negotiation
Property
management Litigation
Payroll Treasury
Taxation Project finance
Financial accounting Corporate finance
Internal audit Credit control
Financial
management Management accounting
PERSONNEL
& EMPLOYEE BENEFITS
Employment law Personnel administration
Profit share schemes Other employee benefits 8
Pensions administration Employee Executive Schemes
Share
Option & trusteeship
8. Most commonly the administration of company
cars, health insurance and life assurance schemes
GENERAL
ADMINISTRATION
Insurance administration Risk management
Facilities management Premises administration
Office administration Computer systems
Charitable
donations
Strategic planning Corporate planning
Directorships of group Liaising with professional advisers
subsidiaries
Most company secretaries could probably add to the above list, particularly where their company’s business is subject to further specific external regulation. As a general rule, company secretaries of small to medium sized companies are more likely to be involved in a wider range of administrative duties than their counterparts in larger companies
While the
1993 Companies Act does not deal with the office of company secretary, or any
other officer of the company, the procedural burden the Act imposes on the board
and individual directors means that the corporate manager with company
secretarial duties means that the corporate manager with company secretarial
duties is need now more than ever before. It is immaterial that the position of
secretary in no longer provided for in the Act
In companies,
management powers or duties will be delegated either formally or informally by
the board, and a person to whom they are delegated may in certain circumstances
be a deemed director as a result. A delegatee cannot in turn delegate
responsibility for a duty or power and thereby avoid being a deemed director.
Liability or responsibility for the administration of companies may be placed on
employees of a company in three distinct areas. As:
Section 126
of the Companies Act 1993 provides that a director includes any person occupying
a position of director whether named as a director or not. The section includes
an extended definition of ‘director’ which applies only in relation to
certain directors’ duties. In general terms, “director” includes a:
·
de facto controller of the company;
·
delegate of the board; or
·
shareholder in certain circumstances.
Section
126(1)(c) is the section of the act directly relevant to the company secretary
as delegates of the board. In this section the definition of director includes:
·
direct delegation – a person to whom a power
or duty of the board has been directly delegated by the board with that persons
consent
·
exercise of power or duty of the board – a
person who exercises a power or duty of the board with the consent of the board
The first
part of section 126(1)(c) applies where the board directly delegates the power
or duty though formal instruction or direction as provided for in section 130 of
the Act where there are no constitutional restrictions on doing so other than
the powers listed in the Second Schedule to the Act.
In the second
part of section 126(1)(c) it is recognised that there may be no formal or direct
act of delegation by the board. This applies where a person exercises a power or
duty of the board without the express delegation but with the acquiescence of
the board.
The company
secretary can only be deemed a director for certain purposes of certain sections
of the Act:
Sections
131-141 general
directors’ duties and disclosure of directors’ interests in company
transactions
Sections
145-149 use
of company information, relevant interests, and directors’ share interests
Sections
298-299 voidable
transactions
Section 309
claims relating to debts payable after commencement of liquidation
It is in the
best interests of both the board and the delegate to establish procedures for
delegation of particular powers or duties, along with suitable monitoring
procedures to ensure the correct exercise of the power or duties delegated
APPENDIX I
The company
can be prosecuted for the following offences under the Companies Act 1993. The
list of offences has been grouped under the same headings used in the list of
core duties of the company secretary.
1.
BOARD MEETINGS
Section 122(7)(a)
resolutions in lieu of meetings
Section 189(5)(a)
company records
Section 189(5)(b)
company records
Section 190(3)
the form in which company records are kept
Section 379
falsifying records
2.
`GENERAL MEETINGS
Section 25(5)(a)
use of a company name
Section 122(7)(a)
resolutions in lieu of meetings
Section 122(7)(b)
resolutions in lieu of meetings
Section 304(6)
false claims by unsecured creditors in liquidations
Section 305(11)
false claims by secured creditors in liquidations
Section 377
to false statements
Section 378
fraudulent use or destruction of property
Section 379
falsifying records
Section 380
carrying on
business fraudulently
Section 382(4)
persons prohibited from managing companies
Section 383(5)
acting as a director of a company while prohibited by the Court
Section 385(9)
acting as a director of a company or taking part in the management of a
company while prohibited by the Registrar
3.
CONSTITUTION
Section 28(4)
adoption of a
constitution or alteration to the constitution of a company
Section 32(4)
adoption
and alteration of a constitution
Section 33(6)
a new form of constitution
Section 34(3) alteration to the
constitution of a company by the Court
Section 176(4)
alterations to the constitution of a company by the Court
Section 339(2)(a)
changes in the constitution of an overseas company
Section 339(2)(b)
changes in the constitution of an overseas company
4.
GENERAL COMPLIANCE
Section 179(8)
d isclosure and use of
information obtained in the course of an
investigation
Section 189(5)(a)
company records
Section 189(5)(b)
company records
Section 190(3)
the form in
which company records are kept
Section 215(2)(a) public
inspection of company records
Section 215(2)(b)
public inspection of company records
Section 216(2)(a)
inspection of company records by shareholders
Section 216(2)(b) inspection
of company records by shareholders
Section 218(2)(a)
the obligation to provide copies of documents
Section 218(2)(b) obligation
to provide copies of documents
Section 243(10) duty of a
liquidator to summon meeting of creditor
Section 250(7)
termination of the liquidation of a company
Section 273(2) certain
prohibited conduct
Section 274(2) the
duty to identify and deliver property
Section 25(5)(b) the
use of a company name
Section 280(3) qualifications
of liquidators
Section 333(5)(a) name
reservation by overseas companies
Section 333(5)(b) name
reservation by overseas companies
Section 334(6)(a)
the registration of overseas companies
Section 334(6)(b)
the registration of overseas companies
Section 365(5)
Registrar's powers of inspection
Section 366(4)
disclosure of information and reports obtained during an investigation
Section 381
improper use of the word "Limited"
5. STOCK EXCHANGE REQUIREMENTS
Section 63(9)
stock exchange acquisitions of a company’s own shares subject to prior
notice to shareholders
Section 63(10) stock
exchange acquisitions of a company's own shares subject to prior
notice to shareholders
Section 65(3)(a) stock
exchange acquisitions of a company's own shares without prior
notice to shareholders
Section 65(3)(b)
stock exchange acquisitions of a company's own shares without prior
notice to shareholders
6.
STATUTORY REGISTERS
Section 87(4)(a) obligation to keep a share register
Section 87(4)(b)
the obligation to keep a share register
Section 88(5)(a) the place where the share register must be kept
Section 88(5)(b)
the place where the share register must be kept
Section 90(2) the duties of directors in relation to the share register
7.
STATUTORY RETURNS
Section 159(3)
the obligation to give notice of a change of directors
Section 214(10)
the obligation to file an annual return
Section 340(6)(a) filing
of annual returns by overseas companies
Section 340(6)(b) filing of
annual returns by overseas companies
8.
REPORTS & ACCOUNTS
Section 108(6)
the requirement to satisfy the solvency test
Section 140(4)
disclosure of directors' interests
Section 194(4)
the
keeping of accounting records
Section 195(3)(a)
the place where accounting records must be kept
Section 195(3)(b)
the place where accounting records must be kept
Section 196(7)(a) the
appointment of an auditor
Section 196(7)(b)
the appointment of an auditor
Section 206(3)
access to information by auditors
Section 206(4)
access to information by auditors
Section 208(2)
the
duty to prepare an annual report
Section 209(3)
the
duty to send an annual report to shareholders
9.
SHARE REGISTRATION
Section 84(6)(a)
relates to the transfer of shares
Section 84(6)(b)
the transfer of shares
Section 85(2)(a)
the transfer of shares under an approved system
Section 85(2)(b)
the transfer of shares under an approved system
Section 95(7)(a)
share certificates
Section 95(7)(b)
share certificates
10.
SHAREHOLDER COMMUNICATION
Section 52(5)
distributions to shareholders
Section 61(9)
procedure for making a certain type of offer to shareholders
Section 61 (10)(a)
procedure for making a certain type of
offer to shareholders
Section 61 (10)(b)
the procedure for making a certain type of offer to shareholders
Section 83(5)(a)
statements of shareholder rights
Section 83(5)(b)
statements of shareholders' rights
Section 107(8)
unanimous assent to certain types of action
Section 122(7)(b)
resolutions in lieu of meetings
Section 210(2)
duty to send financial statements to shareholders who elect not to
receive an annual report
11.
SHAREHOLDER MONITORING
12.
SHARE & CAPITAL ISSUES AND RESTRUCTURING
Section 40(7)
consideration for which shares are issued
Section 43(2)
the obligation of the board to deliver a notice of the issue of shares
Section 44(5)
the issue of shares with the approval of shareholders
Section 47(9)
the consideration for which shares are issued
Section 49(5)
consideration for which convertible securities, options, and shares are
issued
Section 49(6)
consideration for which convertible securities, options, and shares are
issued
Section 58(4)
the acquisition by a company of its own shares
Section 60(7)
offers to shareholders to acquire shares
Section 61(9)
procedure for making a certain type of offer to shareholders
Section 61 (10)(a)
procedure for making a certain type of
offer to shareholders
Section 69(6)
the redemption of shares at the option of a company
Section 70(4)
the requirement for a company to satisfy the solvency test on the
redemption of shares
Section 71(8)
special redemptions of shares
Section 71(9)(a)
special redemptions of shares
Section 71(9)(b)
special redemptions of shares
Section 76(7)
offers of financial assistance to acquire shares
Section 77(4)
requirement to satisfy the solvency test
Section 78(8)
offers of financial assistance
Section 78(9)(a)
relates to offers of financial
assistance in certain cases
Section 78(9)(b)
offers of financial assistance in certain cases
Section 80(2)(a)
relates to the provision of financial assistance not exceeding 5 percent
of shareholders' funds
Section 80(2)(b)
provision of financial assistance not exceeding 5 percent of
shareholders'
funds
Section 221(6)
the approval of an amalgamation proposal
Section 222(6)
short form of amalgamation
Section 236(5)
the approval of arrangements, amalgamations, and compromises
by the Court
Section 237(3)
the power of the Court to make additional orders in connection
with the approval of an arrangement or amalgamation or
compromise
13.
ACQUISITIONS & DISPOSALS
Refer to Section 12 above
14.
COMPANY SEAL
The 1993 Act does not require a company to have a company seal unless provided for by the company constitution and it should therefore be used in accordance with the conditions set out within the individual company constitution .For best practice the sections in the Companies Act 1955 should be used.
15.
REGISTERED OFFICE
Section 188(6)
requirement to change a company's registered office
The company can be prosecuted for the
following offences under the Companies Act 1993. The list of offences has been
grouped under the same headings used in the Companies Act Part XXI Sections 373
- 374.
A person convicted of an offence against any of the following sections is liable to-a fine not exceeding $5,000:
Section 25(5)(a)
use of a company name
Section 40(7)
consideration for which shares are issued
Section 49(5)
consideration for which convertible securities, options, and shares are issued
Section 52(5)
distributions to shareholders
Section 60(7)
offers to shareholders to acquire shares
Section 61(9
)
procedure for making a certain type of offer to shareholders
Section 61 (10)(a)
procedure for making a certain type of
offer to shareholders
Section 63(9)
stock exchange acquisitions of a company’s own shares subject to prior
notice
to shareholders
Section 65(3)(a)
stock exchange acquisitions of a company's own shares without prior
notice to shareholders
Section 69(6)
the redemption of shares at the option of a company
Section 70(4)
the requirement for a company to satisfy the solvency test on the
redemption of shares
Section 71(8)
special redemptions of shares
Section 71(9)(a)
special redemptions of shares
Section 76(7)
offers of financial assistance to acquire shares
Section 77(4)
requirement to satisfy the solvency test
Section 78(8)
offers of financial assistance
Section 78(9)(a) relates
to offers of financial assistance in
certain cases
Section 80(2)(a) relates to the
provision of financial assistance not exceeding 5
percent of shareholders' funds
Section 83(5)(a)
statements of shareholder rights
Section 84(6)(a)
relates to the transfer of shares
Section 85(2)(a)
the transfer of shares under an approved system
Section 95(7)(a)
share certificates
Section 108(6)
the requirement to satisfy the solvency test
Section 122(7)(a)
resolutions in lieu of meetings
Section 218(2)(a)
the obligation to provide copies of documents
Section 221(6)
the approval of an amalgamation proposal
Section 222(6)
short form of amalgamation
Section 243(10)
duty of a liquidator to summon meeting of creditor
A
person convicted of an offence against any of the following sections is liable
to-
a
fine not exceeding $10,000
Section 34(3)
alteration to the constitution of a company by the Court
Section 87(4)(a)
obligation to keep a share register
Section 88(5)(a)
the place where the share register must be kept
Section 90(2)
the duties of directors in relation to the share register
Section 140(4)
disclosure of directors' interests
Section 179(8)
disclosure and use of information obtained in the course of an investigation
Section 189(5)(a)
company records
Section 195(3)(a)
the place where accounting records must be kept
Section 196(7)(a)
the appointment of an auditor
Section 206(4)
access to information by auditors
Section 215(2)(a)
public inspection of company records
Section 216(2)(a)
inspection of company records by shareholders
Section 250(7)
termination of the liquidation of a company
Section 280(3)
qualifications of liquidators
Section 333(5)(a)
name reservation by overseas companies
Section 334(6)(a)
the registration of overseas companies
Section 339(2)(a)
changes in the constitution of an overseas company
Section 340(6)(a)
filing of annual returns by overseas companies
Section 365(5)
Registrar's powers of inspection
Section 366(4)
disclosure of information and reports obtained during an investigation
Section 381
improper use of the word "Limited"
A person convicted of
an offence against any of the following sections of this Act is liable to a fine
not exceeding $50,000 or imprisonment for a term not exceeding 2 years:
Section 273(2)
certain prohibited conduct
Section 274(2)
the duty to identify and deliver property
A person convicted of an offence against any of the following sections of this Act is liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000:
Section 304(6)
false claims by unsecured creditors in liquidations
Section 305(11)
false claims by secured creditors in liquidations
Section 377
to false statements
Section 378
fraudulent use or destruction of property
Section 379
falsifying records
Section 380
carrying on business fraudulently
Section 382(4)
persons prohibited from managing companies
Section 383(5)
acting as a director of a company while prohibited by the Court
Section 385(9)
acting as a director of a company or taking part in the management of a
company while prohibited by the Registrar
PENALTIES
THAT MAY BE IMPOSED ON DIRECTORS IN
CASES OF FAILURE
BY
BOARD OR COMPANY TO COMPLY WITH ACT
A director of a company who is convicted of an offence against any of the following sections of this Act is liable to a fine not exceeding $5,000:
Section 25(5)(b)
the use of a company name
Section 61 (10)(b)
the procedure for
making a certain type of offer to shareholders
Section 63(10)
stock exchange acquisitions of a company's own shares subject to prior
notice to
shareholders
Section 65(3)(b)
stock exchange acquisitions of a company's own shares without prior
notice to shareholders
Section 71(9)(b)
special redemptions of shares
Section 78(9)(b)
offers of financial assistance in certain cases
Section 80(2)(b)
provision of financial assistance not exceeding 5 percent of
shareholders'
funds
Section 83(5)(b)
statements of shareholders' rights
Section 84(6)(b)
the transfer of shares
Section 85(2)(b)
the transfer of shares under an approved system
Section 95(7)(b)
share certificates
Section 107(8)
unanimous assent to certain types of action
Section 122(7)(b)
resolutions in lieu of meetings
Section 188(6)
requirement to change a company's registered office
Section 218(2)(b)
obligation to provide copies of documents
A
director of a company who is convicted of an offence against any of the
following sections is liable to a fine not exceeding $10,000
Section 28(4)
adoption of a constitution or alteration to the constitution of a company
Section 32(4)
adoption and alteration of a constitution
Section 33(6)
a new form of constitution
Section 43(2)
the obligation of the board to deliver a notice of the issue of shares
Section 44(5)
the issue of shares with the approval of shareholders
Section 47(9)
the consideration for which shares are issued
Section 49(6)
consideration for which convertible securities, options, and shares are
issued
Section 58(4)
the acquisition by a company of its own shares
ection 87(4)(b)
the obligation to keep a share register
Section 88(5)(b)
the place where the share register must be kept
Section 159(3)
the obligation to give notice of a change of directors
Section 176(4)
alterations to the constitution of a company by the Court
Section 189(5)(b)
company records
Section 190(3)
the form in which company records are kept
Section 194(4)
the keeping of accounting records
Section 195(3)(b)
the place where accounting records must be kept
Section 196(7)(b)
the appointment of an auditor
Section 206(3)
access to information by auditors
Section 207(2)
attendance of auditors at meetings of shareholders
Section 208(2)
the duty to prepare an annual report
Section 209(3)
the duty to send an annual report to shareholders
Section 210(2)
duty to send financial statements to shareholders who elect not to
receive an annual
report
Section 214(10)
the obligation to file an annual return
Section 215(2)(b)
public inspection of company records
Section 216(2)(b)
inspection of company records by shareholders
Section 236(5)
the approval of arrangements, amalgamations, and compromises
by the Court
Section 237(3)
the power of the Court to make additional orders in connection
with the approval of an arrangement or amalgamation or
compromise
Section 333(5)(b)
name reservation by overseas companies
Section 334(6)(b)
the registration of overseas companies
Section 339(2)(b)
changes in the constitution of an overseas company
Section 340(6)(b)
filing of annual returns by overseas companies