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MEETINGS OF THE BOARD

CHAPTER 8
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PROCEEDINGS OF BOARDS

CHAIRPERSON
• Elect one of the members – determine the period to hold office
• No chairperson – not present within 15 mins – choose another

NOTICE OF MEETING
• Requested by the directors – secretary give notice to all directors – date,
time, place, matter
• Any irregularity is waived if no objection from the directors
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PROCEEDINGS OF BOARDS

METHODS OF HOLDING MEETINGS

• Physically present, audio, video – all directors participate and
constitute quorum – simultaneously hear by all

QUORUM
• Fixed by the Board
• Not fixed – majority of the board
• No business shall pass if no quorum
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PROCEEDINGS OF BOARDS

VOTING
• Every director has one vote – chair has casting vote
• Resolution is pass – all or majority in favor
• Assume agree unless expressly dissent/object

MINUTES
• Ensure minutes of all proceedings at meetings
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PROCEEDINGS OF BOARDS

RESOLUTION PASSED AT ADJOURNED MEETINGS

• Treated as having been passed on the date on which it was in fact passed – not
be deemed to have been passed on any earlier date

RESOLUTION IN WRITING
• A resolution in writing, signed or assented to by all directors entitled to receive
notice – valid and effective
• May consist documents, fax, etc. – each signed by one or more director
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PROCEEDINGS OF BOARDS

COMMITTEES OF THE BOARD

• May delegate power to committee – shall exercise of the powers delegated
• Committee may elect a chairperson & determine own proceedings
• Vote – majority of members present – chairperson has casting vote

MANAGING DIRECTOR
• May entrust to and confer MD any power exercisable by the Board

ASSOCIATE DIRECTOR
• No rights to attend and vote at any meeting of the Board except by the invitation

CONDUCT OF BOARD MEETINGS
TECHNICAL MATTERS
• Circulation of notice of the
meeting
• Punctuality of the attendees
• Presence of quorum
• Accuracy of agenda content
• Reasonable consideration time
for directors prior meetings
• Adherence of MnA
• Applicable of legal and
regulatory requirements
FREQUENCY OF
MEETINGS
• Frequent – at least once every
quarter
• Or depending on the nature of
the company’s operations
• Listing requirements – board
meetings and number of
attended must disclose in AR
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BOARD AGENDA
• Matters for the information or
consideration of the board
should be documented in board
papers
• Information provided must be
complete, adequate and timely
• At 7 days prior to board
meeting
• Pg 191

THE ROLE OF CS
BEFORE THE MEETING
• Consult with chairman of the board
– order of the business and agenda
for discussion and decision
• Ensure notice is given,
accommodation arranged and
confirmed, copies of agenda is
prepared
• Circulate to the board – any papers
to be discussed & copy of agenda
and minutes of pass meeting
• Make sure any reports or info
requested Is available
AT THE MEETING
• Ensure all relevant correspondence
and business matters in good order –
take attendance – convey and record
apologies for absentee
• Read the minutes of the previous
meeting – approved – signed by
chairman
• Report on action from the previous
minutes
• Ensure all decisions and proposals
are recorded with person responsible
• Ensure chairman is well informed
and remind him if an item has been
overlooked
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AFTER THE MEETING
• Prepare draft of the minutes –
consult chairman and most senior
relevant staff for approval
• Send a reminder notice each
decision requiring action to the
relevant person – phone or ‘action
list’ duly marked
• Promptly send all correspondence as
decided by the board