5.XYZ Limited decides to increase its stake in AMGL from 6.5% to approximately 16%, and acquires an additional 16 million shares in AMGL on market. XYZ informs the board of AMGL that it would like a seat on the board for Mr Xu, its majority shareholder. Mr Xu lives in Hong Kong. Can the directors appoint Mr Xu to the board of AMGL?

See [10-410] - [10-420]

Law

See ss201B-201D of the Corporations Act and the AMGL constitution at [27-300]

Recall that the decision to appoint directors to the board is a decision-making power for the general meeting - see Chapter 7.

Application of law

Conclusion

6.What procedural requirements must be followed to convene a meeting of the board of AMGL to appoint Mr Xu?

See [10-520]

Law

See ss248C and 248F of the Corporations Act and the AMGL constitution at [27-300]

The procedural rules that apply to board meetings of directors are typically contained in the company's constitution.

Application of law

Conclusion