Introduction to Directors’ Meetings, Written Resolutions and Directors’ Duties

In Part 2 of this book consideration is given to the legal issues concerning meetings of directors. Companies that are registered and incorporated under the Companies Acts vary in size and complexity and as a consequence the regulation of board meetings of such companies will inevitably involve many different considerations and issues. What is required as a matter of practice in respect of the efficient management of large international companies, with many thousands of employees and multi-million pound turnover, will be different from the needs of private unquoted companies with only a few employees and a smaller sphere of operation. Although there will be variations in the procedures regulating directors’ meetings that are dependent on the particular nature of a company, there are certain matters that apply generally and constitute fundamental requirements of proper corporate governance in relation to holding valid and lawful meetings of directors. For example, all directors must be given due notice of a board meeting and receive the agenda and all relevant papers in good time prior to the meeting. The chairman of the board of directors must ensure that the conduct of the board meeting is orderly so that the members of the board may