Corporate Governance – Board Meetings And Minutes

Generally the powers of a company are exercised by the board of directors acting as a whole, subject to its articles of association. Usually those powers can only be exercised collectively by resolution at properly constituted board meetings or by written resolution of all the directors. Similarly any delegation of the directors' powers to others can only be authorised in the same way.

Notice of the holding of a board meeting must be given to all the directors. Whilst the directors are usually free to decide how to regulate their meetings and the nature and length of notice, good practice suggests that a notice is accompanied by an agenda so that each director can make an informed decision as to whether to attend.