Question about Sub-Committees

Ormus

Apparently there is a section of the Companies Acts which provides that only a committee can devolve authority to a sub-committee.

I can't find this anywhere in the Companies Acts. Does anyone know where this section is, or where powers of committees are dealt with in the Companies Acts?

Reloc8

Ormus wrote: »

Apparently there is a section of the Companies Acts which provides that only a committee can devolve authority to a sub-committee.

I can't find this anywhere in the Companies Acts. Does anyone know where this section is, or where powers of committees are dealt with in the Companies Acts?

Not quite sure what you're asking. The Board can delegate to a committee if and only if the memo & arts. allow for this. Regulation 105 in the standard form documents provides for such a power to delegate. Long standing common law says without such a regulation or similar there can be no delegation at all (Howard's Case - 1866)).

If the Board can delegate to a committee, then they have no need to delegate to a sub-committee as such (I'm trying to engage with your question - the bit in bold).

There is a more live question as to whether a committee can further delegate power given to it. This comes down to what is said in the memo & arts. as regards power to delegate and what restrictions if any are placed by the Board on the committee in the exercise of the delegated power. In general there is a presumption that a person to whom a power or function is delegated cannot further delegate without explicit power to do so.

There's another live issue regarding delegation to non-members and non-directors, which can be done if the right form of article is adopted by the company, but which may leave the company subject to binding decisions by people who are not accountable to it.

Does this advance things for you at all ?

Ormus

It does, thanks for your help.

I can't really discuss it further but you have pointed me in the right direction, thanks.