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The ICSA Meetings and Minutes Handbook 2nd Ed

ISBN13: 9781860724336
Previous Edition ISBN: 1860721397
Published: August 2009
Publisher: ICSA Publishing Ltd
Country of Publication: UK
Format: Paperback
Price: Out of print

The management of formal meetings and other decision-making processes and the maintenance of minutes and other related records is a core company secretarial function and a key element of the successful fulfilment of any company’s strategic goals and legal requirements. This handbook is a complete procedural guide to the law and best practice of company meetings and preparing and circulating accurate minutes.

The ICSA Meetings and Minutes Handbook covers both meetings of directors and members, with a special focus on the alternative procedures that can be used to avoid holding meetings (particularly by private companies) and the process of preparing for and managing AGMs of public companies. Throughout, the Handbook is informed by the latest legislation, regulation and corporate governance codes of practice, and is illustrated by relevant precedents and appendices.

Up to date to include:

  • The provisions of the Companies Act 2006 in force as at 1 October 2009
  • Changes made to implement the Shareholders’ Rights Directive
  • The new Model Articles for companies formed under the Companies Act 2006
  • The new written resolution procedures for private companies
  • Disclosure and Transparency Rules
  • Listing Rules
  • Combined Code on Corporate Governance
Comprehensive coverage includes:
  • Detailed commentary
  • Precedents
  • Full text of key legislation
  • Comprehensive inclusion of codes and best practice guidance
  • At- a- glance tables provide quick reference guides to large volumes of material

Company Law
Introduction: law and practice
Methods of communication;
Meetings of directors
Board meetings;
Committees of directors
Directors’ written resolutions and informal consent
Failure by directors to comply with proper procedures
Members’ decision-making without holding a meeting
Members’ written resolutions and unanimous consent
General meetings
Annual general meetings
Class meetings
Calling general meetings
Notice of general meetings
Proxies and corporate representatives
Shareholder remedies
Running general meetings
Organising general meetings
Right to attend and speak
Security and disorder
Adjournment and other procedural motions
Dealing with common items of business;