Board Meetings and Resolutions

How often should a board of directors meet?

There is no specific legal requirement for how often the board of directors of a company should meet.  The Articles of Association or Shareholders Agreement may set out specific requirements for the holding of regular board meetings.  In the absence of such requirements, the board of directors should convene regularly as necessary to effectively manage the company’s business.  

Board meetings may be held for different reasons.  These include:

• regular management board meetings with a standing agenda
• ad hoc management board meetings for urgent business or emergencies
• meetings for specific legal requirements or purposes

A board resolution is often required to approve a particular contract or course of action.  The counter-party to a contract may request evidence, in the form of the minutes of a meeting of directors, that the contract has been approved.

What is the process for holding board meetings?

The procedure for calling, holding and conducting directors’ meetings is usually contained in the Articles of Association.  This procedure may include:

• notice: a minimum period of notice to be given to each director
• notice contents: details of what the notice must include, including supporting papers
• quorum: the number of directors required to be present for the meeting to be quorate
• adjournment: how a meeting should be adjourned for lack of a quorum and the notice and quorum requirements for the reconvened meeting
• chair: who should chair the meeting
• voting: how directors’ decisions are taken, whether the chair has a second or casting vote

Is there a legal requirement to keep board minutes?

Yes, companies are required to record and maintain minutes of all board meetings for at least 10 years from the date of the meeting.  The Model Articles applicable to private limited companies extend this requirement to every unanimous or majority decision taken by the directors.

Where there are minutes of a board meeting, until the contrary is proved, the meeting is deemed duly held and convened, all proceedings at the meeting are deemed to have duly taken place and all appointments at the meeting are deemed valid.

What is covered in the board minutes?

Board minutes should include the following:

• preliminary matters:
  • date, time and location of meeting
  • whether the meeting was held in person, on the telephone or via video conference
  • names of directors and other attendees
  • chair of meeting
  • confirmation of quorum presence 
  • confirmation of notice of the meeting
  • possible approval of prior minutes and matters arising from previous board meeting
  • declarations of directors’ interests
• main agenda:
  • business of the meeting and matters discussed
  • resolutions moved and decisions taken
• closing items:
  • filing instructions
  • formal close of meeting

Can directors take decisions by written resolution?

Unless restricted by the Articles of Association, directors can take decisions in writing, including electronically and by email.  A written resolution will require approval of all the directors unless the Articles of Association provide for approval by a majority of directors.

The Model Articles applicable to private limited companies provide that directors may take decisions when all eligible directors indicate to each other by any means that they share a common view on a matter, including a form of resolution in writing.  An eligible director for this purpose is a director who would have been entitled to vote on the matter had it been approved as a resolution at a board meeting.