Chapter 15 - Directors' Meetings & Decision-Making

Question 1

Where are the rules governing board meetings to be found?

Answer 1

The Articles of Association.

Question 2

Who may call a board meeting?

Answer 2

Any director, by giving notice to the other directors.

Question 3

In which circumstances is there no requirement to give notice of a board meeting to a director?

Answer 3

Where a director has waived his or her entitlement to notice.

Question 4

What information must be included in notice of a board meeting?

Answer 4

The proposed date, time and place and how the directors will communicate (if they will not be in the same place).

Question 5

Where are the rules governing the quorum required for a board meeting found, and how may a quorum be set?

Answer 5

Articles: at least 2

Question 6

How may decisions of the board of directors of public companies be taken?

Answer 6

• at a directors meeting

- in the form of a directors written resolution

Question 7

How may decisions of the board of directors of private companies be taken?

Answer 7

• a majority decision at a meeting

- unanimous decision outside a meeting

Question 8

What happens if there is an equality of votes on either side of a board resolution?

Answer 8

The articles usually grant the chair a casting vote.