Real Road Racing Motorcycle Blog by Barbiegirl Northern Ireland
Patrick Rice in his alleged capacity of MCUI-UC auditor, may or may not have quite recently allegedly furnished the Management Committee Members / Directors of the aforementioned Motor Cycle Union of Ireland (Ulster Centre) Limited with the alleged following information and advice.
Apparently, as allegedly explained by Patrick Rice - a Director is defined as any person occupying the position of director by whatever name called, whilst a Shadow Director is a person in accordance with whose directions or instructions the directors of a company are accustomed to act.
The definition of shadow director will certainly apply in any case where a board of directors recognise communications given to them by a particular person as being effectively directions or instructions on any routine basis.
One can only assume those Motor Cycle Union of Ireland (Ulster Centre) Limited Directors actually present - leastways bodily - were paying attention, but as the Chairman may have allegedly already proclaimed the alleged breaching of the Companies Act 2006 was something of a trivial issue, or perhaps allegedly not?!?!
The Duties of Directors Up to 2006 - Fiduciary Duty — Directors are obliged to act in good faith in the best interests of the company and then there is the Duty of Skill and Care.
Moi would request the Directors of the Motor Cycle Union of Ireland (Ulster Centre) Limited to act in good faith in the best interests of the sport of motorcycle racing which they are obliged to do so - leastways as the Governing Body one would have imagined so.
Statutory Duties - brought about by various statutes etc. Companies Act 2006. Duty of directors to act within their powers (set by Memorandum and Articles of the company and Constitution of the company), Duty to promote the success of the company, Duty to exercise independent judgement with regard to the likely consequences of any decision in the long term. The need to foster the company's business relationships with suppliers, customers and others. The impact of the company's operations on the community and the environment. The desirability of the company maintaining a reputation for high standards of business contact. The need to act fairly as between members of the company. Duty to exercise reasonable care, skill and diligence. Duty to avoid conflicts of interest. Duty not to accept benefits from third parties. Duty to declare interest in proposed transactions or arrangements
Personal Liability - Wrongful trading can lead to personal liability. Directors should be careful not to finance their company's continuing operations by unpaid debts to creditors. Another scenario could be continuing to trade with a company who is in known financial difficulties without taking appropriate steps to secure payment. Decided by court.
Derived from the Insolvency Act 1986 - Director who makes careless mistakes or is reckless could also become personally liable for loss of company. The Court will consider the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by the directors being considered and the general knowledge, skill and experience that that director has.
Patrick Rice then allegedly drew the following conclusions - (1) No defence to plead ‘ignorance’ - (2) If you do not have the expertise in a particular area then you should seek appropriate advice - (3) If you do not agree with a particular decision then make sure that your objections are clearly recorded in the minutes.
Whilst it is most tempting to comment further on some of the foregoing points, particuarly those referring to - duty to avoid conflicts of interest, duty not to accept benefits from third parties, duty to declare interest in proposed transactions or arrangements, and duty to exercise reasonable care, skill and diligence - one will just for now, due to time restraints, reluctantly refrain from doing so.
It would appear, understabably so, that Patrick Rice did not offer any advice pertaining to the Corporate Manslaughter and Corporate Homicide Act 2007 which, considering the existence of several alleged pending legal actions, may or may not have been a more relevant topic for discussion with the Directors of Motor Cycle Union of Ireland (Ulster Centre) Limited.
Save Our Sport From Evil
©2010 Motorcycle RealRoadRacing Blog by Barbiegirl Northern Ireland
Tuesday, 15 March 2011
Labels: Companies Act 2006, Corporate Manslaughter and Corporate Homicide Act 2007, mcui-uc, Patrick Rice, Ulster Centre