All sections · Part VII: Directors · Sub-Part I: Management of companies
132 权力下放
This section has been amended. The text above is the 2016 wording; the amending provisions follow.
(1) 在不违反公司章程大纲或条款的任何限制下，公司董事会可将其一项或多项权力委托给董事委员会、公司的董事或雇员或任何其他人，但董事无权委托以下权力--即
(a) 授权公司进行分配，包括根据第70(1)或71(1)条确定公司在拟议分配后立即满足偿付能力测试。
(b) 修订组织章程大纲或章程细则； (c) 委任董事委员会。
(d) 将权力下放给董事委员会； (e) 任命或罢免董事。
(f) 任命或罢免代表。
(g) 批准任何计划或任何合并、整合或安排；或
(h) 在以下情况下批准本公司自愿解散
(2) 根據第(1)款轉授權力的委員會須對被轉授人行使該權力負責，猶如該權力是由該委員會行使的一樣，除非該委員會------。
(a) 在行使权力之前的任何时候，有合理的理由相信被转授人将按照本法和本公司的组织大纲和章程对公司董事规定的职责行使权力；以及
(b) 通过适当的方法监测被授权人行使权力的情况。
第二节 - 董事的任命、罢免和辞职
(a) 授权公司进行分配，包括根据第70(1)或71(1)条确定公司在拟议分配后立即满足偿付能力测试。
(b) 修订组织章程大纲或章程细则； (c) 委任董事委员会。
(d) 将权力下放给董事委员会； (e) 任命或罢免董事。
(f) 任命或罢免代表。
(g) 批准任何计划或任何合并、整合或安排；或
(h) 在以下情况下批准本公司自愿解散
(2) 根據第(1)款轉授權力的委員會須對被轉授人行使該權力負責，猶如該權力是由該委員會行使的一樣，除非該委員會------。
(a) 在行使权力之前的任何时候，有合理的理由相信被转授人将按照本法和本公司的组织大纲和章程对公司董事规定的职责行使权力；以及
(b) 通过适当的方法监测被授权人行使权力的情况。
第二节 - 董事的任命、罢免和辞职
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Delegation of powers
(1) Subject to any restrictions in the memorandum or articles of the company,
the board of a company may delegate to a committee of directors, a
director or employee of the company, or to any other person, any one or
more of its powers, except that the directors have no power to delegate
the following powers —
(a) to approve distributions by the company, including to make a
determination under section 70(1) or 71(1) that the company will,
immediately after a proposed distribution, satisfy the solvency
test;
(b) to amend the memorandum or articles;
(c) to designate committees of directors;
(d) to delegate powers to a committee of directors;
(e) to appoint or remove directors;
(f) to appoint or remove an agent;
(g) to approve a plan or merger, consolidation or arrangement; or
(h) to approve the company‘s voluntary winding up under Sub-Part
II or Sub-Part III of Part XVII.
(2) A board that delegates a power under subsection (1) is responsible for the
exercise of the power by the delegate as if the power had been exercised
by the board, unless the board —
(a) believed on reasonable grounds at all times before the exercise of
the power that the delegate would exercise the power in
conformity with the duties imposed on directors of the company
by this Act and the company‘s memorandum and articles; and
(b) has monitored, by means of reasonable methods properly used,
the exercise of the power by the delegate.
the board of a company may delegate to a committee of directors, a
director or employee of the company, or to any other person, any one or
more of its powers, except that the directors have no power to delegate
the following powers —
(a) to approve distributions by the company, including to make a
determination under section 70(1) or 71(1) that the company will,
immediately after a proposed distribution, satisfy the solvency
test;
(b) to amend the memorandum or articles;
(c) to designate committees of directors;
(d) to delegate powers to a committee of directors;
(e) to appoint or remove directors;
(f) to appoint or remove an agent;
(g) to approve a plan or merger, consolidation or arrangement; or
(h) to approve the company‘s voluntary winding up under Sub-Part
II or Sub-Part III of Part XVII.
(2) A board that delegates a power under subsection (1) is responsible for the
exercise of the power by the delegate as if the power had been exercised
by the board, unless the board —
(a) believed on reasonable grounds at all times before the exercise of
the power that the delegate would exercise the power in
conformity with the duties imposed on directors of the company
by this Act and the company‘s memorandum and articles; and
(b) has monitored, by means of reasonable methods properly used,
the exercise of the power by the delegate.
Amended since 2016
Act 32 of 2021 · 2021-08-02
22. The principal Act is amended, by repealing section 132, and
substituting therefor the following section —
Committee of directors
“132.(1) Subject to the memorandum and articles of the
company and to subsection (2), the directors may —
(a) designate one or more committees of directors,
each consisting of one or more directors; and
(b) delegate to the committee one or more of their
powers, including the power to affix the
common seal of the company.
(2) Notwithstanding anything in the memorandum or
articles of the company, the directors shall not delegate to a
committee of directors any power to —
(a) amend the memorandum or articles, including
to change the registered agent or registered
office of the company;
(b) designate committees of directors;
(c) delegate powers to a committee of directors;
(d) appoint or remove directors;
(e) appoint or remove an agent;
(f) approve a plan or merger, consolidation or
arrangement;
(g) approve voluntary winding up of the company
under Sub-Part II or Sub-Part III of Part XVII; or
(h) approve distribution by the company, including
to make a determination under section 70(1) or
71(1) that the company will, immediately after a
proposed distribution, satisfy the solvency test.
(3) Subsection (2)(b) and (c) shall not prevent a
committee of directors, where authorised by the directors, from
appointing a sub-committee and delegating powers exercisable by
the committee to the sub-committee.
(4) The directors who delegate any power under
subsection (1) shall be responsible for the exercise of the power by
the committee as if the power had been exercised by the directors,
unless the directors prove that the exercise of power by the
committee was outside the scope of the delegated authority.”.
substituting therefor the following section —
Committee of directors
“132.(1) Subject to the memorandum and articles of the
company and to subsection (2), the directors may —
(a) designate one or more committees of directors,
each consisting of one or more directors; and
(b) delegate to the committee one or more of their
powers, including the power to affix the
common seal of the company.
(2) Notwithstanding anything in the memorandum or
articles of the company, the directors shall not delegate to a
committee of directors any power to —
(a) amend the memorandum or articles, including
to change the registered agent or registered
office of the company;
(b) designate committees of directors;
(c) delegate powers to a committee of directors;
(d) appoint or remove directors;
(e) appoint or remove an agent;
(f) approve a plan or merger, consolidation or
arrangement;
(g) approve voluntary winding up of the company
under Sub-Part II or Sub-Part III of Part XVII; or
(h) approve distribution by the company, including
to make a determination under section 70(1) or
71(1) that the company will, immediately after a
proposed distribution, satisfy the solvency test.
(3) Subsection (2)(b) and (c) shall not prevent a
committee of directors, where authorised by the directors, from
appointing a sub-committee and delegating powers exercisable by
the committee to the sub-committee.
(4) The directors who delegate any power under
subsection (1) shall be responsible for the exercise of the power by
the committee as if the power had been exercised by the directors,
unless the directors prove that the exercise of power by the
committee was outside the scope of the delegated authority.”.
