| Commentary

55 Ratification by the shareholders

| Commentary

55 Ratification by the shareholders

Where a company decides to ratify any conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company, that decision must be made by resolution of the members, and any votes in favour of the resolution by the director or any connected person must be disregarded1. Consequently, where the resolution is proposed as a written resolution neither the director nor any shareholder connected with him is an eligible member2. Where the resolution is proposed at a meeting, it is passed only if the necessary majority is

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