Duties of Director Scenario

Shelagh is the managing director of AlphaPlus plc, a successful internet marketing company, having a salary of £1.2m. Its articles of association contain the following provision:

“Remuneration of directors
The annual remuneration of the company’s directors shall, be determined by the Board, provided that, without the express consent of the general meeting, such remuneration shall not exceed £1.5m in any calendar year.”

Shelagh was paid an additional fee of £1m for negotiating the company’s successful takeover of Clicksales Ltd (a competitor company) The extra payment was agreed by the Acquisitions Committee of the AlphaPlus Board, and not reported to the general meeting until one year later.

Shelagh and her son formed a private company, Bestwebz Ltd, to design and sell websites. Without disclosing her involvement with Bestwebz Ltd Shelagh established a preferred suppliers list for website design on which Bestwebz Ltd was identified as the “first choice company”. In the first year of this relationship over £2m of work was placed with Bestwebz Ltd.

Glitz, one of the company’s major clients, failed to pay AlphaPlus £1.5m for marketing services within the 60 day credit period allowed by AlphaPlus. The Board of Directors instructed Jerry, the Finance Director, to take action to recover payment from Glitz. Jerry negligently failed to do this, and six months later Glitz went into liquidation, leaving large debts and no assets.

Advise AlphaPlus in relation to each of the scenarios above. .

This is due in 3 days and struggling to form an argument, any help would be much appreciated.