TNAG-1645-FCO40-2292-Company-law-reform-in-Hong-Kong-Companies-(Amendment)-(No.-2-1987 — Page 126

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of making by its articles an "omnibus" delegation

of its powers to its directors.

(iv) The position then would be that the company would

have all the powers of a natural person, and that

these powers (with the usual statutory exceptions,

which are not material for the present purpose) would

be exercisable in their entirety by the directors.

(v) Would not this state of affairs place too much power

in the hands of the directors? Present complaints

regarding the state of company law are often to the

effect that shareholders should be given greater

and more effective control over the activities of

directors. From this point of view the omnibus

delegation to the directors of all the powers of

a natural person conferred on the company by the

proposed legislation would seem to us a retrograde

step.

(vi) Moreover, would not investors and creditors and the

public at large justifiably wish to know what

activities the company was pursuing or presently intending

to pursue within the ambit of its all-embracing powers

of a natural person, and to have some particulars as

to existing or proposed activities in some public

document available for inspection?

(vii) Once it is accepted that some limit is to be set

upon the extent of the powers delegated to the

directors, how is it to be done? The Cohen

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