Directors Meetings

Question 1

Outline directors meeting

Answer 1

Articles govern how directors conduct their meetings

Director has single vote & decisions made by majority

No legislative requirement for board meeting at particular frequency / ad hoc basis as and when required/ appropriate frequency depends on type of business conducting

(Regulated company undertake meetings monthly or quarterly)

Can be held on telephone

Question 2

Outline notice of directors meeting

Answer 2

Called by company sec at instruction of directors / chairman

Common law - directors must have reasonable notice / depends on type of business

Modern articles state notice should indicate proposed time, date & place / oral or written

Sent to : members (entitled to attend & vote), directors, auditors

Dependent on type of resolution discussed : 7, 10, 14 , 21 days notice given

Question 3

Outline the agenda of the meeting

Answer 3

Sets items to be discussed in order of importance / guide chairman

Relevant docs issued prior to ensure attendees fully aware of topics

Items;

• apologies of absences
• approval of previous mins
• matters arising previous mins
• business / transaction discussed
• other business
• agreement of next meeting date

Chairman ensure meeting remains focused on agenda topics

Question 4

Outline the quorum of meetings

Answer 4

Minimum number of members required present for meeting to be validly constituted

CA06 provides set out in articles / usually two qualifying persons

Directors conflicts of interest shouldn’t form part of it

Question 5

Outline the duty of the chairman

Answer 5

Duty to manage board meeting / ensure participants contributed / ensure meeting focused on focused & all items discussed

Presence ensure meeting properly constituted / meeting cannot regulate itself in continuous debate

Appointment covered in articles

Mins of meeting record who appointed in position if not chairman of board

Entitled to second or casting votes in deadlock

Duties;

• check meeting conveyed (notice), constituted (qurom) & maintained throughout
• maintain importance of agenda items
• permit discussion adequately / close debate
• declare vote & result
• sigh mins
• rule any question to validity of votes cast

(Manage meeting, facilitate discussion & declare reso passed)

Question 6

Outline voting rights at directors meeting

Answer 6

Procedure set out in articles provide general rule directors decision stand ;

• majority votes indicate shared common view
• resolution in writing directors entitled to vote on matter sign copy
• eligible directors agree in writing

Voting based on common law / subject to modification by articles

Directors entitled to 1 vote / unless articles provide otherwise / alternate have more

Unanimous decisions don’t require meeting to be held

Question 7

Outline resolutions of directors meeting

Answer 7

Modern articles provide reso in writing signed by directors entitled is valid & effective as if meeting took place

Passed in accordance with legislation requirements

Decisions taken if eligible directors formed quorum

Question 8

Outline the minutes of the meeting

Answer 8

Official record meeting took place / record key decisions

CA06 provides all companies to keep mins of all proceedings of directors meeting

Signed by chairman / appointments deemed valid

Contents

• name of company
• date & time of meeting
• place of meeting
• names of attendees (capacity) & apologies of non- attendees
• appoint chairman
• statement meeting conveyed in accordance with articles
• statement quorum present
• declaration of interest
• any other business
• record proceedings & decisions
• closure & signing

Mins kept in min book / electronic filing (scanned & stored) / separate books for directors & members due to access rights

Pro-forma mins used - content kept minimal / discussion omitted & decision recorded

Administrators draft mins in advance of meeting in anticipation of proceedings - signed at end of changes made

Significance of minutes reflect & record discussion points, reference particular docs presented, raise matters, decision made - demonstrates directors properly discharge function

Question 9

Outline need for keeping company records

Answer 9

CA06 requirement to maintain good standard

Modern articles provide keep copy of mins in writing 10 years from date of meeting/ decision recorded

Fail to Comply means offence committed by every officer of the company

Offshore SP required to maintain records to comply with codes of practice & AML legislation

Good standards demonstrate compliance & assist admin matters (help understand client needs, identify opportunities & risks)