Please enable JavaScript.
Coggle requires JavaScript to display documents.
Board meetings (Decision making at company meetings (Ordinary resolutions…
Board meetings
-
-
Notice and agenda
In most offshore jurisdictions it is not usual practice for formal notices and agendas to be prepared before holding a directors meeting
Administrators of offshore CSPs usually prepare draft board minutes before the meeting when the topics to be considered and noted upon are in the ordinary course of business and when it is believed that the topics will be approved by the board of directors
It is also usual practice that the directors at the board meeting may make amendments to the draft minutes if necessary and these minutes may well be signed by either the chairperson of the meeting or by all the directors attending the board meeting after the amendments have been made
In some instances where complex issues are to be discussed and approved, agendas may be required to guide the chairperson and the board through the various topics such as a purchase of a high net worth property or investments with possible medium-to-high risk problems
-
The usual procedures at meetings of directors in the majority of offshore jurisdictions are entirely governed by the company's constitutional documentation except for how the minutes of any meeting shall be recorded and subsequently signed
Meetings by the majority of CSPs are held when required (i.e on an ad hoc basis). However it is not uncommon for some types of companies (for instance those that are regulated to hold monthly or quarterly meetings).
A director and the secretary on the requisition of a director can summon a meeting of the directors at any time
-
Constitution documentation may also provide for a resolution, in writing, signed by all the directors to be valid, as if it had been passed at a meeting of the directors. Transacting business by way of a written resolution of all director can be done in both private and public companies in lieu of calling a board meeting
For shareholder meetings the position is different and only private company members can transact business by way of written resolutions
Constitution documentation in most offshore jurisdictions will also make provision for the quorum of directors necessary for the transaction of business at a board meetings. They do not usually refer to any notice period for calling such meetings. It can often be the case that very little notice is provided to directors when an immediate decision is required
Directors sometimes appoint a chairperson for a fixed term to add continuity to the proceedings of board meetings or may prefer to appoint a chairman on a meeting by meeting basis
The chairperson may or may not have a casting vote depending on the terms laid down in the company's constitution documentation
The constitution documentation will usually refer to any restrictions that may be placed on a director where they have a personal interest in the transaction being voted upon at a board meetings. It is usual practice that the director is required to declare their interest at the beginning of meetings and they may be permitted or even precluded from voting
The constitution documentation will also provide guidelines for action to be taken if the number of directors falls below the quorum to allow the board meeting to be held and resolutions considered and voted upon. In these types of situations the directors may request that the secretary calls a GM to appoint the new director by way of an extraordinary resolution
-