Notice to directors of ordinary board meeting

If you’re involved in running a company, it’s vital to have regular meetings and also to ensure an accurate record or what was discussed and agreed is kept.

Procedure

There are no statutory requirements about either the need to hold board meetings or how they’re to be conducted. However, the procedure for convening and conducting board meetings is usually laid out in the company’s articles. In order to run a successful company, it’s very important to hold regular board meetings and ensure they’re conducted in an orderly and business-like manner.

Before holding an online or telephone meeting, check to make sure the articles do not prohibit this. Use our Online Meeting Checklist to ensure the meeting runs smoothly.

Advice

Unlike shareholders’ meetings, there’s no requirement to notify directors in writing when there’s a board meeting scheduled to take place. Nonetheless, particularly where there’s a very important matter to discuss, e.g. a share issue, appointment of key staff etc., it’s good practice for the company secretary to give advance written notice of the meeting to all the directors. Unless the company’s articles say otherwise “reasonable notice” of any forthcoming board meeting is required.

Tip

It’s also good practice to set out an agenda in the notice to inform the directors of the business to be discussed. This should ensure that everyone attending comes prepared.

Authority

Any director at any time has the authority to call a board meeting. The articles should be checked to see whether there’s a sufficient “quorum” (the minimum number of directors required to attend) to ensure the meeting is valid. The articles should also be checked to see how to deal with any “conflict of interest” that arises during a meeting. See our Directors’ Conflict of Interests Flow chart for the statutory declaration requirements.

Chair

Unless the company appointed a chair when it was founded, its articles usually give the directors a right to nominate a director to chair the board meeting. Where the votes are equal, the chair will usually have a casting vote. The articles will set out the chair’s rights and responsibilities.

Minutes

It’s a statutory requirement that all companies keep minutes of all board meetings. This is usually the task of the company secretary or the chairman if there’s no company secretary. See our model Minutes of Board Meeting and Minutes of Board Meeting Held Remotely.

Tip

To ensure the minutes contain an accurate record of what was discussed at the board meeting, make sure they are always signed off by the chair of the meeting.

Directors’ duties

Directors must abide by their duties under the Companies Act 2006. These are set out in our Directors’ Duties Summary document. Their duty to promote the success of the company for the benefit of its members as a whole requires them to take certain factors into account when taking any decision, including: the long term consequences of the decision; the interests of the employees; the need to foster business relationships with suppliers, customers and others; the impact of the company’s operations on the community and the environment; the desirability of maintaining a reputation for high standards of business conduct and the need to act fairly between members. If the company is in financial difficulties, decisions must be made in the interests of the creditors instead.

Tip

On any key decisions that affect the company, e.g. moving premises etc., don’t forget the need to have regard to these factors. If need be, make sure the minutes reflect that these factors were considered, so that if questions are asked later, there’s a clear paper trail in existence to provide the necessary evidence.