How does a meeting of directors work?

The board reviews the company’s performance, addresses significant issues and performs legal responsibilities. Generally, all directors have equal footing regarding the company’s matters therefore each one is entitled to one vote when a decision is put forward at a meeting of directors. However, there are special cases in which the articles state otherwise. If no consensus is reached (there is no majority of vote), the chairman is given the final say in said matter or the decision can be put on hold.

The official and legal record for a meeting of directors is called the minutes. It is a document finalized, approved and published according to the board’s rules and regulations. This is done by the company secretary. It is usually kept with the company registers or kept in electronic form. It is to be inspected by directors and auditors at any time but is not made public for everyone.

The most commonly topics during a meeting of directors include:

• Appointing a new chairman, a secretary and assigning directors with new duties and responsibilities.
• Issuing share certificates to shareholders.
• Confirming any deadlines and other requirements such as licenses, record-keeping, accounting and auditing.
• Suggestions and recommendations for other company’s activities such as finance, recruitment, marketing and advertising, and suppliers and service providers.

The chairman or an individual director can call for a meeting of directors. However, a notice of the meeting must be sent to all the directors beforehand. This notice has to detail: time, location and schedule, purpose of the meeting and proposed resolutions.