Director's Briefing Notice of Board Meetings: Some Potential Issues

Introduction

There has been a recent development in the conduct of directors' meetings that is worthy of note. The development pertains to the need for a notice of a directors' meeting to set out the nature of the business to be transacted. While in Canada there is no express requirement to do so, a recent case out of Australia demonstrates the consequences of setting out such particulars.

Meetings of Boards of Directors

Board meetings are central to the proper discharge of the directors' collective responsibility to manage the business and affairs of the corporation. Directors can exercise their powers only at duly convened meetings of the board.¹ Meetings provide all directors an opportunity to express their views before coming to a collective decision.