• CHAPTER 11 CHAPTER 11 SUPPLEMENTARY PROVISIONS

    • Provision for employees on cessation or transfer of business

      • 271. Power to make provision for employees on cessation or transfer of business

        (1) The powers of the directors of a company include (if they would not otherwise do so) power to make provision for the benefit of persons employed or formerly employed by the company, or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.
        (2) This power is exercisable notwithstanding the general duty imposed by section 162 (duty to promote the success of the company).
        (3) In the case of a company that is a charity it is exercisable notwithstanding any restrictions on the directors' powers (or the company's capacity) flowing from the objects of the company.
        (4) The power may only be exercised if sanctioned—
        (a) by a resolution of the company, or
        (b) by a resolution of the directors,
        in accordance with the following provisions.
        (5) A resolution of the directors—
        (a) must be authorised by the company's articles, and
        (b) is not sufficient sanction for payments to or for the benefit of directors, former directors or shadow directors.
        (6) Any other requirements of the company's articles as to the exercise of the power conferred by this section must be complied with.
        (7) Any payment under this section must be made—
        (a) before the commencement of any winding up of the company, and
        (b) out of profits of the company that are available for dividend.

    • Records of meetings of directors

      • 272. Minutes of directors' meetings

        (1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.
        (2) The records must be kept for at least ten years from the date of the meeting.
        (3) If a company fails to comply with this section, a contravention of these Regulations is committed by every officer of the company who is in default.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

      • 273. Minutes as evidence

        (1) Minutes recorded in accordance with section 272 (minutes of directors' meetings), if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence of the proceedings at the meeting.
        (2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—
        (a) the meeting is deemed duly held and convened,
        (b) all proceedings at the meeting are deemed to have duly taken place, and
        (c) all appointments at the meeting are deemed valid.

      • 274. Persons connected with a director

        (1) This section defines what is meant by references in this Part to a person being "connected" with a director of a company (or a director being "connected" with a person).
        (2) The following persons (and only those persons) are connected with a director of a company—
        (a) members of the director's family (see section 275 (members of a director's family)),
        (b) a body corporate with which the director is connected (as defined in section 276 (director "connected with" a body corporate)),
        (c) a person acting in his capacity as trustee of a trust—
        (i) the beneficiaries of which include the director or a person who by virtue of subsection(2)(a) or (b) is connected with him, or
        (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,
        other than a trust for the purposes of an employees' share scheme or a pension scheme,
        (d) a person acting in his capacity as partner—
        (i) of the director, or
        (ii) of a person who, by virtue of subsection (2)(a), (b) or (c), is connected with that director,
        (e) a firm that is a legal person under the law by which it is governed and in which—
        (i) the director is a partner,
        (ii) a partner is a person who, by virtue of subsection (2)(a), (b) or (c) is connected with the director, or
        (iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of subsection (2)(a), (b) or (c), is connected with the director.
        (3) References in this Part to a person connected with a director of a company do not include a person who is himself a director of the company.

      • 275. Members of a director's family

        (1) This section defines what is meant by references in this Part to members of a director's family.
        (2) For the purposes of this Part the members of a director's family are—
        (a) the director's spouse,
        (b) the director's children or step-children,
        (c) the director's parents.

      • 276. Director "connected with" a body corporate

        (1) This section defines what is meant by references in this Part to a director being "connected with" a body corporate.
        (2) A director is connected with a body corporate if, but only if, he and the persons connected with him together—
        (a) are interested in shares comprised in the equity share capital of that body corporate equal in value to at least 20% of that share capital, or
        (b) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.
        (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
        (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
        (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
        (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
        (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
        (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

      • 277. Director "controlling" a body corporate

        (1) This section defines what is meant by references in this Part to a director "controlling" a body corporate.
        (2) A director of a company is taken to control a body corporate if, but only if—
        (a) he or any person connected with him—
        (i) is interested in any part of the equity share capital of that body, or
        (ii) is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and
        (b) he, the persons connected with him and the other directors of that company, together—
        (i) are interested in more than 50% of that share capital, or
        (ii) are entitled to exercise or control the exercise of more than 50% of that voting power.
        (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.
        (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.
        (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.
        (6) For the avoidance of circularity in the application of section 274 (persons connected with a director)—
        (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner), and
        (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

      • 278. Associated bodies corporate

        For the purposes of this Part—

        (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
        (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

      • 279. References to company's constitution

        (1) References in this Part to a company's constitution include—
        (a) any resolution or other decision come to in accordance with the constitution, and
        (b) any decision by the members of the company, or a class of members, that is treated by virtue of any rule of law applicable in the Abu Dhabi Global Market as equivalent to a decision by the company.
        (2) This is in addition to the matters mentioned in section 15 (a company's constitution).

      • 280. Power to increase financial limits

        If the Board makes rules substituting any sum of money specified in this Part for a larger sum specified in those rules, those rules do not have effect in relation to anything done or not done before they come into force.

        Accordingly, proceedings in respect of any liability incurred before that time may be continued or instituted as if those rules had not been made.

      • 281. Transactions under foreign law

        For the purposes of this Part it is immaterial whether the law that (apart from these Regulations) governs an arrangement or transaction is the law of the Abu Dhabi Global Market or not.