The Cadbury Report recommended that boards should establish procedures to be followed when, exceptionally, decisions are required between board meetings. The company secretary should promote the adoption of such procedures and will almost certainly have a critical role to play, together with the chair, in ensuring that they are followed. The procedures could provide for a variety of different approval mechanisms, depending on the nature of
the decision. These could include having to obtain board approval by written resolution (or an equivalent informal procedure by email or telephone) or having to obtain the approval of a specified proportion or number of directors, including, perhaps, both the CEO and chair (or deputy chair). Failure to adopt or follow such procedures usually results in the board having to be asked to ratify decisions that can no longer be reversed. Although boards are sometimes prepared to do this, their patience can snap, particularly when they are being asked to ratify a decision they do not agree with.