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Company Directors

Unit: Company law

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August 2025

 1 Questions
Question 3c
​​A company director at XYZ Ltd. gains access to confidential financial information revealing that the company is about to sign a lucrative contract with a major partner. Before the news becomes public, the director buys significant shares in the company. The deal is announced a week later, causing the share price to rise sharply. 

 Required 
 Evaluate FIVE strategies through which XYZ Ltd. could prevent insider trading in future cases involving directors.


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April 2025

 1 Questions
Question 1c
​​Kitabu Ltd., a private company incorporated in Kenya, is contemplating extending a loan to one of its directors, James Mutiso. The loan is intended to assist James Mutiso in purchasing a residential property in Runda. 

 Required: 
 Advise the board of directors on FIVE legal requirements of providing such a loan to James Mutiso.


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August 2024

 2 Questions
Question 4b
​​Outline FIVE powers of directors under the Companies Act.


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Question 4a
​​Explain FIVE ways in which directors may handle conflict of interest in a company.


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April 2024

 2 Questions
Question 6a
​​Highlight FIVE roles of the board of directors in the oversight of company accounts under company law in your country.


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Question 2c
​​Outline the procedure for removal of a company director from office.


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December 2023

 1 Questions
Question 4a
​​Highlight FIVE main responsibilities of a board of directors in a company.


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August 2023

 2 Questions
Question 3c
​​List FOUR fiduciary duties of company directors.


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Question 1c
​​The general rule is that companies must not give loans to directors. However, there are certain circumstances under which a company can give loans to a director. 

 In relation to the above statement, examine THREE such circumstances.


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April 2023

 2 Questions
Question 4c
​​Directors are required to prepare a director’s report to accompany the financial statement presented to members. 

 Highlight FOUR matters captured in a director’s report.


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Question 2b
​​In the context of Company Directors: 

(i) Explain the indoor management rule. 

(ii) Identify what constitutes Directors’ remuneration.


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December 2022

 2 Questions
Question 6a
​​You have been invited to speak at the board induction meeting of Ciffina Limited where three new directors have been appointed. 

 In relation to the above statement, outline FIVE statutory duties of a director.


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Question 7a
​​Directors are required to prepare a directors’ report to accompany the annual financial statements presented to members at an Annual General Meeting (AGM). 

 Describe FIVE matters that must be captured in a directors’ report.


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August 2022

 1 Questions
Question 1b
​​In relation to Company Directors: 

(i) Describe four items that constitute directors’ remuneration. 

(ii) Summarise the information on loans, quasi-loans or credit transactions in favour of directors, their controlled bodies corporate and their connected entities that is required to be included in the notes to the financial statements of a company.


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April 2022

 1 Questions
Question 3a
​​ Summarise six grounds for disqualification of directors.


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Pilot December 2021

 2 Questions
Question 1b
​​Describe six general duties of a director under the Companies Act, 2015 or equivalent legislation.


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Question 1a
​​Explain four limitations to a director’s powers to act that may be contained in a company’s constitution.


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December 2021

 1 Questions
Question 7a
​​With specific reference to Company Directors: 

(i) Summarise four categories of persons who are deemed by law to be connected with a director.

(ii) Every company must keep a register of directors. Identify five types of particulars that must be kept with respect to a director who is a natural person.


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September 2021

 1 Questions
Question 4
​​The rule in Royal British Bank vs Turquand is a modification of the normal agency principle of actual, usual and apparent authority. 

(a) With reference to the above statement, discuss five circumstances under which a company might not be held liable to an outsider for the actions of its officer. 

(b) Explain seven requirements necessary for the passing of a special resolution in company meetings. 

(c) Highlight three conditions which a company that is giving notice of a general meeting through the company's website is required to comply with.


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May 2021

 2 Questions
Question 1c
​​As a company law expert, you have been approached by three friends who intend to form a private company to give guidelines on matters regarding directors. 

Explain to the three friends, the relevant governing legal provisions on each of the items below: 

(i) Minimum number of directors for a private company. 

(ii) Minimum age for a director. 

(iii) Two requirements that a loan to directors must meet.


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Question 1b
​​State six particulars that a company's register of directors is required to contain: 

Note: Register of directors who are natural persons.


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November 2020

 2 Questions
Question 6a
​​(i) Discuss three ways through which a private company without a company secretary operates.

(ii) Describe three types of persons who are disqualified from acting as a Company Secretary.


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Question 6b
​​(i) Explain two ways through which alternate directorship might be terminated.

(ii) Describe three circumstances when a court might make a disqualification order against a director.


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November 2019

 1 Questions
Question 1b
​​


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May 2019

 1 Questions
Question 6a
​​ In relation to the duties of directors:

(i) Discuss three propositions of care, skill and diligence as enumerated in Re City Equitable Fire Insurance Company Ltd. 

(ii) Highlight four statutory duties of a director according to the Companies Act.


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November 2018

 1 Questions
Question 2a
​​It is unlawful for a company to issue a loan to any person who is its director or a director of its holding company or extend aguarantee or provide security in connection with a loan. 

Required: 
Summarise the exceptions to the above rule.


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May 2018

 1 Questions
Question 2b
​​John Mbao is a non-executive director of Kuzi Limited, a listed company. Shortly after attending a board meeting where arrangements were finalised for an agreed takeover bid of the company by Sahara Limited, Joln Mbao bought shares in Kuzi Limited from the listing in the securities exchange. He thereafter bought shares of the same company from Jane Uza, a shareholder. Immediately the takeover bid was made public, John Mbao sold all the shares he had bought at a profit. 

Discuss whether Kuzi Limited, Jane Uza and Sahara Limited are entitled to any legal action against John Mbao for recovery of profit.


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November 2017

 2 Questions
Question 5a
​​ Explain five circumstances under which a member of a company might be held liable beyond his limited liability.


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Question 3b
​​Birds Limited has three directors; Peacock, Sparrow and Vulture.

Advise on the legal implication of each of the following situations:

(i) Vulture's son has recently turned eighteen and Vulture wishes to appoint him a director of the company.

(ii) The company is considering the purchase of a substantial quantity of goods from Fly Limited in which Sparrow has a large shareholding though he is not a director. Peacock and Vulture are unaware of Sparrow's interest in Fly Limited.

(iii) In view of adverse publicity, Vulture and Sparrow decide to exclude Peacock from participating in the company's affairs. 


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May 2017

 2 Questions
Question 1b
​​Describe three circumstances under which the veil of incorporation of a company might be lifted under case law.


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Question 2a
​​Ronald Dola is a director at Valleys Limited. He recently made a procurement decision that resulted in heavy losses for the company. He has also missed all the board and committee meetings that he was expected to attend. He further delegated work to his junior, Mark, who ended up making grave financial mistakes despite being the Finance Manager of the company, resulting in losses to the company. 

In light of the above, analyse the duties of a director in a company and advise Valleys Limited on its legal rights, if any, against Ronald Dola.


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November 2016

 2 Questions
Question 1b
​​A company cannot on its own execute contracts.

Describe three mechanisms provided by the Companies Act by which a company can sign documents.


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Question 2c
​​In relation to the directors' duty of disclosure of interest, outline five matters which the directors are required to disclose in order to avoid being penalised under the Companies Act.


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May 2016

 1 Questions
Question 1a
​​Describe five grounds upon which a person might be disqualified from acting as a company's director.


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November 2015

 2 Questions
Question 6a
​​ Describe the procedure for removal of a company director from office.


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Question 6b
​​Whereas some powers are only exercisable by the board, others can only be exercised by the general meeting. 

With reference to the above statement, highlight: 

(i) Five powers of the general meeting. 

(ii) Five powers of the board.


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Pilot September 2015

 2 Questions
Question 7b
​​ Explain four circumstances under which the office of a director might be vacated.


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Question 6c
​ ​​ Explain the meaning of 'connected persons' in relation to insider dealing.


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