Question：

　　1.Directors will not be required to account to the company for profits received in their position as directors in which of the following circumstances?

　　(i) Where it can be shown that the company has lost nothing

　　(ii) Where the company in general meeting resolves that the profits need not be accounted for

　　A. Neither (I) nor (ii).

　　B. (ii) only.

　　C. (i) only.

　　D. Both (I) and (ii).

　　2.Which of the following is not a statutory duty of a director under the Companies Act 2006?

　　A. Duty to promote the success of the company.

　　B. Duty to exercise independent judgement.

　　C. Duty to act within powers.

　　D. Duty to avoid transactions with the company.

　　3.In order to waive the period of notice for an AGM, consent must be obtained from:

　　A. A majority of members entitled to vote.

　　B. 95% of the members entitled to vote.

　　C. 75% of the members entitled to vote.

　　D. 100% of the members entitled to vote.

　　4.In a creditors' voluntary liquidation, which three of the following powers can be exercised by the members' nominee as liquidator pending the appointment of a liquidator by the creditors and without the need to obtain the permission of the court?

　　A. Institute court proceedings.

　　B. Do anything necessary to protect the company's assets.

　　C. Purchase investment property.

　　D. Dispose of goods likely to diminish in value quickly.

　　E. Take control of the company's property.

　　5.Which of the following corporate policies is not required by UK Corporate Governance Code?

　　A. A board where there is a balance of power between the Chairman and the Chief Executive such that no one person has unfettered powers of decision.

　　B. A board that has a balance of executive and non-executive directors in terms of local, regional and national representation such that, in particular, local commercial issues are appropriately represented.

　　C. A board that meets regularly, has certain matters reserved for its decision and where directors are able to obtain independent professional advice.

　　D. A board that has a balance of executive and non-executive directors such that no individual or small group is dominant.

　　Answer

　　1.B

　　解析：It is immaterial that the company does not suffer loss. The director can join in the vote to approve the transaction as long as no fraud is committed.

　　2.D

　　解析：The other options are statutory duties.

　　Duty to act within powers (s171)

　　Duty to promote the success of the company (s172)

　　Duty to exercise independent judgement (s173)

　　3.D

　　解析：In order to waive the period of notice for an AGM, consent must be obtained from 100% of the members entitled to vote.

　　4.BDE

　　解析：Under the Insolvency Act 1986, the members' liquidator's powers are restricted to taking control of the company's property, disposing of goods likely to diminish in value quickly (e.g., perishable goods), and doing anything else necessary to protect the company's assets. Unless court proceedings or the purchase of property came under one of those headings, permission of the court would have to be obtained first.

　　5. B

　　解析：The UK Corporate Governance Code does not include any recommendations in relation to the geographical representation of board members.