Oct 21, 2012 06:10
11 yrs ago
32 viewers *
English term

Hold office

English Bus/Financial Business/Commerce (general) Companies Act
Dear Colleagues,

I am confused about the meaning of "held office" and "(including those held by their spouses and infant children)" in the following context.

According to the register kept by the Company for the purposes oF Section 150 of Companies Act, particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children)in shares, warrants and share options in the Company are as follows:

What does office here mean? and how is it associated with infant children?

Thanks so much

Responses

+6
3 hrs
Selected

occupy the position of company director (in this case)

This text is confusingly drafted, in my opinion, because "hold" is used twice in close succession with different objects. "Directors who held office" means "directors who held office as directors", but "those held by their spouses and infant children" means "those interests held by their spouses and infant children". The part that follows the parenthesis clarifies this: it refers to interests in shares, warrants, etc.

Infant children obviously can't hold office as company directors, since directors have to be legally competent. It would be very strange, and probably legally impossible, for an infant child to hold office in a company in any capacity. But that is not what it means. Infant children certainly can have shares registered in their name.

The text refers to Singapore. It occurs verbatim in company reports under the heading "Directors' interests", as in the following example. Note that in the table following this paragraph there is a column headed "Shareholdings registered in the name of director, spouse or infant children". That is what it's about.
http://www.sembcorp.com/en/AR/ar2009/fin_director.htm

Section 150 of the Singapore Companies Act is on appointment of directors. More relevant is section 164, to which the example I have just cited refers ("According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the “Act”)". Subsection 15 of section 164 reads as follows:

"(15) For the purposes of the application of this section —
(a) a director of a company shall be deemed to hold or have an interest or a right in or over any shares or debentures if a wife or husband of the director (not being herself or himself a director thereof) holds or has an interest or a right in or over any shares or debentures or an infant son or infant daughter of that director (not being himself or herself a director) holds or has an interest in shares or debentures; and
(b) any contract, assignment or right of subscription exercised or made by or grant made to the wife or husband of a director of a company (not being herself or himself a director thereof) shall be deemed to have been entered into or exercised or made or, as the case may be, as having been made to the director; and so shall a contract, assignment or right of subscription entered into, exercised or made by or grant made to an infant son or infant daughter of a director of a company (not being himself or herself a director thereof)."
http://statutes.agc.gov.sg/aol/search/display/view.w3p;page=...

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Note added at 5 hrs (2012-10-21 11:48:23 GMT)
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Is it possible for an infant to hold office in a company in Singapore? The phrase in the Companies Act that reads "an infant son or infant daughter of a director of a company (not being himself or herself a director thereof)" (see above) seems to imply that it is. However, that is not relevant here, because "those held by their spouses and infant children" can't refer to offices; it doesn't make sense if you construe it like that. Consider:

"particulars of interests of directors who held office at the end of the financial year (including those offices held by their spouses and infant children) in shares, warrants and share options in the Company".

You can't hold offices in shares, warrants and share options.
Note from asker:
Thank you so much Mr. Charles. I can't thank you enough
Peer comment(s):

agree Yvonne Gallagher : what I understand here
2 hrs
Thanks, gallagy :)
agree Inge Luus : Very well explained!
2 hrs
Many thanks, Inge :)
agree airmailrpl : looks like you nailed it
3 hrs
Thanks very much, airmailrpl :)
agree British Diana : Just replace "those" by "particulars of interests" or "interests" and the sentence immediately makes sense.
7 hrs
Exactly! Many thanks, Diana :)
agree Veronika McLaren
8 hrs
Thanks, Veronika :)
agree AllegroTrans
12 hrs
Thanks, Allegro
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4 KudoZ points awarded for this answer. Comment: "Thanks so much"
+3
14 mins

being assigned or assumed a duty or function in a company

http://www.thefreedictionary.com/office

In this case, it means person or persons being assigned or assumed a duty or function as directors in the company. This may be your spouse, or infant child(ren) who assumes positions in the company (ex. you are the president, your wife as vice-president, your child(ren) as head of department). If this company is a family-run business, this is possible. And the interests of shares, warrants, share options etc. will be divided or set accordingly to the following.
Note from asker:
Thanks so much
Peer comment(s):

agree Jenni Lukac (X)
2 hrs
Thank you Jenni!
agree Thayenga : :)
2 hrs
Thank you Thayenga!
agree PoveyTrans (X)
4 hrs
Thank you very much.
neutral British Diana : I think Charles' explanation is more convincing
10 hrs
neutral AllegroTrans : not "wrong" but an overwordy explanation in my view
16 hrs
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