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Articles Of Association

Articles Of Association

Guidance for Articles dealing with directors can be found in the paper titled 'The Roles and Duties of Directors - A Discussion Paper'. Other sundry issues relating to Articles of Association include;

Section 212 - penalties for non-disclosure of interest - the provisions in the Listing Rules should be complied with. NOTE: the minimum of 14 days notice required to disenfranchise.

Auditors Insurance - directors and officers liability insurance should not extend to auditors.

Borrowing Powers - The Articles should contain a limit on the level of borrowings of the company/group.

A very broad ballpark figure for the limit to borrowing powers in the Articles is twice capital and reserves, but there may be wide variation depending on the company and its sector:-

Goodwill and intangible assets may be included in capital and reserves, subject to the provisions of FRS10.

Netting off cash may also be added back, but any requests should be referred to interested ABI members.

Fixed limits to borrowing powers should only be for a temporary period.

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