Shareholders are the one holding the ultimate controlling power of a limited company. Directors are employees of the company. The power of directors comes from shareholders.

However, a single shareholder cannot interfere the action of directors. The power of shareholders can be executed collectively. This means by holding shareholders' meeting and passing the resolutions - Ordinary Resolution and Special Resolution.

Shareholders appoint directors to manage the company. There is no reason that the shareholders to interfere the daily operation. Shareholders only meet periodicially to discuss and review the company matters. The meetings are called General Meeting. Shareholders need to meet at least once a year, which is the Annual General Meeting.

Conclusion made in General Meeting are mainly Ordinary Resolution. It require only simple majority of voting (> 50%) to pass.

However, there are matters require 75% voting to pass. This is what we call Special Resolution. Those matters include:

Moreover, there are rules to govern how a general meeting and special meeting should be made. Otherwise, the resolutions may be regarded as invalid.

As 75% voting is required for Special Resolution (having power even to remove director), it is obvious that holding of 75% shares is the most "secure" way of securing control. However, sometimes, it is only necessary to hold 51% shares because Ordinary Resolution is good enough to "issue additional shares to non-existing shareholders". This means the % of shareholding can be changed by passing of Ordinary Resolution.

Shareholders should aware that there are rules governing how a meeting should be convened. Otherwise, the resolutions can be regarded as invalid.

Directors are employee of a company in nature. Directors owe duty to the company as a whole (not to a single shareholder). The power of directors are govern by Company Ordinance and Memerandum & Articles. Generally speaking, as long as directors are acting in good faith, directors do not have to take up any liability of the company.

Therefore, it is common to have Board of Directors (forming by all directors) detaiing and supervising the duty and responsibility of each director.