130

director of consumer affairs

their principal functions being to safeguard the interests of investors. Directors, while not servants of the company as such, have a respon- sibility to it not dissimilar to the responsibility owed by a TRUSTEE to his beneficiaries. Specifically, directors are under duties to exercise their powers for the purposes for which they were conferred and to exercise them bona fide for the benefit of the company as a whole; and not to put themselves in a position in which their duties to the company and their personal interests may conflict.

First directors are usually named in the ARTICLES OF ASSOCIATION; however, it is not uncommon for the articles, instead of naming directors, to contain a power for the subscribers, or a majority of them, to appoint them. Following appointment, the normal proce- dures is for directors to retire by rotation, although a director's office may be vacated in other circumstances. A retiring director is eligible for re-election and the members at the ANNUAL GENERAL MEETING at which a director retires may fill the vacated office by electing the same or another person to it.

The appointment of directors of a PUBLIC LIMITED COMPANY must be voted on individually unless the members who are present agree by resolution, without dissent, to a single resolution appointing two or more directors. Like trustees, directors are not entitled as of right to remuneration; accordingly, a director has no claim to payment for his services unless, as is usual, there is a provision for payment in the articles.

In INSOLVENCY proceedings, the Company Directors' Disqualifica- tion Act 1986 empowers the court to make a DISQUALIFICATION order disqualifying the persons specified in the order from being directors of companies and from otherwise being concerned with a company's affairs.

A company director may be removed by special resolution, notwithstanding anything in the articles or in any agreement between him and the company. Special notice of such a resolution must be given.

• robbery
• rolled-up plea
• Romalpa clause
• Roman law
• roup
• royal assent
• Royal Court
• royal prerogative
• rubric
• rule against perpetuities
• rule of law
• rule of recognition
• running account credit
• runrig
• sacrilege
• safe system of work
• safety
• sale
• sale and leaseback
• salmon fishing
• salus reipublicae suprema lex
• salvage
• sample (sale by, implied term)
• sanctions
• sasine