GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
public-interest entity is required to issue a non- financial information statement within the direc - tors’ report. The information required by the statement must include information relating to: • environmental matters (including the impact of the company’s business on the environ - ment); • the company’s employees; • social matters; • respect for human rights; and • anti-corruption and anti-bribery. The statement must also provide brief details of the company’s business model. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The principal bodies involved in the governance and management of a Gibraltar company can be broken down into shareholders, the board of directors and the secretary. Shareholders A company must have at least one registered shareholder, who may be either a natural person or a body corporate. A person, having agreed to become a shareholder, becomes a shareholder of a company upon their name being entered in the company’s register of shareholders. There is no limit on the maximum number of shareholders that a private company can have. The Companies Act had previously restricted private companies to a maximum of 50 share - holders. However, this restriction has since been removed, and private companies can therefore consist of an unlimited number of shareholders
without the need to be registered as a public company. The company must record the details of the new shareholders in the register of shareholders. Board of Directors Directors are appointed to direct, control and supervise the activities and affairs of a compa - ny. Directors are a connecting line between the company and third parties. By definition, a direc - tor “includes any person occupying the position of director by whatever name called” . This defi - nition is wide in order to include those who are effectively dealing with the affairs of the compa - ny, but who do not bear the title “director” . It also ensures that there is no legal distinction between executive directors and non-executive directors, although differences will usually be found in the roles they perform. The conducting of board meetings is generally not covered by the Companies Act. The main statutory provisions affecting board meetings concern minutes of board meetings being kept and disclosure by directors of interests in con - tracts. The rules for conducting board meetings largely depend on the company’s articles of association, thus giving a company great flex - ibility. For example, Gibraltar law does not pre - vent board meetings from being held anywhere in the world nor does it prevent directors from participating in board meetings through elec - tronic means. However, a company must seek tax advice when doing so in order to mitigate any potential tax consequences. Secretary Every company incorporated in Gibraltar must appoint a secretary. Both natural persons and corporate bodies are eligible to be appointed as a secretary. If a corporate body is undertaking
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