6.9 Annex UK Acts

directors binding the company, sections 40 and 44

appointment and removal of directors, sections 154-169

duties of directors, sections 170-174 (dealt with in detail in 2.6.6 above), including the important section 172 which gives directors the duty to act in the way he considers, in good faith, to promote the success of the company fot its members as a whole and have regard (amongst other matters) to: longterm consequences, employees, customers, environment, high standards, fairness between members

duty to avoid conflicts of interest, sections 175-181 (dealt with in 2.6.6 above)

conflicting transactions, sections 182-226

directors' service contracts, sections 227-231

limiting directors' liabilities, sections 232-239 (dealt with in 2.7.6 above)

some definitions, including minutes and connected persons, sections 240-258

derivative claims, sections 260-269 (dealt with in detail in 2.7.3 above)

company secretaries, sections 270-279 (see 2.4.4 (a))

shareholders' meetings, section 281-361

accounts, sections 380-531

share capital, sections 540-859

company charges, sections 860-901

mergers and divisions, sections 902-941

the takeover panel, sections 942-973

squeeze-out and sell-out, sections 974-991

action for injunctions unfairly prejudiced, section 994 (see 2.7.5)

mitigation liability directors, circumstances, section 1157 (see 2.6.3).

the Corporate Manslaughter Act 2007;

the Insolvency Act 1986 fraudulent and wrongful trading;

the Financial Services and Markets Act 2000 prospectus, disclosure market abuse;

the Pensions Act 2004;

the Criminal Justice Act 1993 insider dealing;

the Health and Safety at Work Act 1974;

the Environmental Protection Act 1990;

the Environment Act 1995;

the Listing Rules and Disclosure and Transparency Rules;

the Takeover Code 2006; the Enterprise Act 2002;

the Human Rights Act 1998;

the Company Directors Disqualification Act 1986, under which the court can bar a person from being a director for 2 to 15 years; there is extensive case law on this subject, including an order against all directors of Barings for failure to control Mr Leeson (see 2.7.9);

the Model Code on Directors' Dealings in the UK Listing Rules.