Board meetings play a critical role in the governance and decision-making of a company.
Unlike general meetings, which are meetings of shareholders, board meetings are exclusive
to directors and focus on strategic direction, compliance and operational oversight. This
guide explores the key legal and practical aspects of board meetings for English private
limited companies, helping directors navigate their responsibilities effectively.
What is a board meeting?
A board meeting is a formal gathering of a company’s directors to make collective decisions regarding the company’s management. The Companies Act 2006 does not prescribe detailed rules for board meetings, leaving governance largely to the company’s articles of association.
Many English private limited companies follow either the Model Articles (for companies incorporated after 1 October 2009) or Table A provisions (for older companies).
Alternatively, companies may have their own bespoke articles of association, which contain provisions dealing with board meetings and directors’ decision-making.
How often should board meetings occur?
There is no statutory requirement for a minimum number of board meetings. However, directors must meet regularly enough to fulfil their legal duties under the Companies Act 2006, including their duty of care, skill, and diligence (Section 174).
What is the purpose of a board meeting?
Board meetings serve several functions, including:
- reviewing trading, operational and financial performance and strategic direction
- ensuring regulatory compliance and risk management
- approving major transactions and contracts
- appointing and overseeing executives
- addressing shareholder concerns and corporate governance matters
What should be included in a board meeting agenda?
A well-structured agenda is an important element of an effective board meeting. Common agenda items include:
- approval of previous minutes
- financial and operational updates
- strategy discussions and key decision-making points
- risk management and compliance reviews
- any other business (AOB)
Who sets the agenda for a board meeting?
The agenda is typically set by the chair in consultation with the company secretary and other directors. Directors can propose additional items if they deem them necessary.
Can any director call a board meeting?
Yes, any director can call a board meeting by giving notice to the other directors (Model Articles, Article 9). The company secretary, if appointed, can also give notice upon a director’s request. The notice should include details such as the date, time, location, purpose of the meeting and method of communication if the meeting is virtual.
Can shareholder resolutions be passed in a board meeting?
Shareholder resolutions, whether ordinary resolutions (requiring a majority vote) or special resolutions (requiring a 75% majority) should be passed at shareholder meetings or by shareholder written resolution. However, directors can propose resolutions that will later be approved by shareholders.
What is the role of the chair in a board meeting?
The chair plays a crucial role in ensuring board meetings run smoothly and efficiently. Their responsibilities include:
- maintaining order and facilitating discussions
- ensuring all directors have an opportunity to contribute
- steering discussions towards productive outcomes
- ensuring compliance with the company’s articles and governance best practices
- casting the deciding vote if required (Model Articles, Article 13)
What happens if there are not enough directors present to hold a board meeting?
For a board meeting to proceed, a minimum number of directors (known as a quorum) must be present. Ensuring a quorum is present is a key responsibility of the chair to avoid unnecessary delays in decision-making and to ensure that decisions are validly made. According to the Model Articles, the quorum is usually two unless otherwise specified (Model Articles, Article 11).
If too few directors attend:
- no decisions can be made except to reschedule the meeting.
- the meeting may be adjourned until enough directors are available.
- some articles may allow the remaining directors to appoint additional directors to meet quorum requirements.
Can a director be excluded from a board meeting?
Generally, all directors must be given notice of a board meeting unless the company’s articles specify otherwise. Excluding a director without a valid reason may invalidate decisions made at the meeting. However, if a director has a conflict of interest, they may be required to abstain from participating in discussions and voting (Model Articles, Article 14).
Can board meetings be held through video conferencing or on the telephone?
Yes, provided that all participants can communicate effectively. Modern company articles typically permit virtual meetings, although older articles may require amendments to explicitly allow this. English case law and regulatory guidance increasingly recognise virtual meetings as valid.
Can shareholders attend board meetings?
Generally, shareholders do not have a right to attend board meetings unless they are also directors. However, shareholders may be invited as observers or advisors at the board’s discretion. In certain circumstances, shareholders may access board minutes if this is provided in the articles of association.
How many days’ notice is required for a board meeting?
There is no fixed statutory notice period for board meetings. The requirement is that notice must be fair and reasonable. Some companies specify notice periods in their articles, but in
urgent cases, shorter notice may be justified and permitted.
How to pass a resolution at a board meeting?
Decisions are typically made by a majority vote at a board meeting. The chair may have a casting vote if specified in the articles (Model Articles, Article 13). Alternatively, unanimous written resolutions can be used if all directors agree in writing (Model Articles, Article 8).
And finally
Properly conducted board meetings ensure compliance with English company law and promote good corporate governance. A crucial aspect of these meetings is the accurate recording of decisions in board minutes, which serve as an official record and may be used as legal evidence. For a detailed guide on board minutes, including best practices and legal obligations, read our companion article a guide to board meeting minutes: legal obligations and best practice.
