GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
this function, it must ensure that it is licensed by the GFSC in order to undertake such services. In the case of a public company, the secretary must have specific knowledge and experience to discharge the functions of company secretary. 3.2 Decisions Made by Particular Bodies The board of directors of a company is appoint - ed to direct, control and supervise the activi - ties and affairs of a company. Accordingly, the articles of association ordinarily empower the directors to exercise all decision-making powers of the company which are not required, by the Companies Act or by the articles of association, to be exercised by the shareholders. The Companies Act prescribes a number of mat - ters that are reserved to the shareholders, and that can only be passed by a shareholders’ reso - lution. These include: • a special resolution (as further discussed in 5.3 Shareholder Meetings ) being required to re-register a company as a public company; • a special resolution being required to approve the terms of a proposed contract to purchase the company’s own shares or to vary, revoke or renew this authority; • a special resolution being required to make a payment out of capital for the redemption or purchase of the company’s shares; • at least an ordinary resolution (as further dis- cussed in 5.3 Shareholder Meetings ) being required to issue, at a discount, shares in the company of a class already issued; • a special resolution being required to author - ise a reduction of the company’s share capi - tal; and • a special resolution being required to dis - pense with the requirement to hold annual general meetings (as further discussed in 5.3 Shareholder Meetings ).
While the statutory requirements cannot be over - ridden by a company’s articles of association, in some instances the Companies Act allows the company to delegate some of these matters to the board of directors under its articles of asso - ciation. For example, under the Companies Act, changes to a company’s articles of association must be approved by a special resolution, unless the articles of association provide otherwise. 3.3 Decision-Making Processes Board of Directors Board decisions are generally passed in the form of resolutions taken at board meetings. The decision-making process at board meet - ings is not covered by the Companies Act. The main statutory provisions relating to board meet - ings concern minutes of board meetings being kept and disclosure by directors of interests in contracts. Therefore, any meetings of directors are governed by the company’s articles of asso - ciation and by any rules made by the directors themselves by virtue of powers given to them by the articles of association. This gives companies great flexibility. The articles of association will generally set out, among other things: • the notice periods to be followed in respect of a directors’ meeting; • the process to be followed in cases where not all directors are physically present at the meeting; and • the quorum and voting requirements. In most instances, a board resolution will require a simple majority vote. Gibraltar law does not prevent board meet - ings from being held anywhere in the world and allows directors to participate at board meetings
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