Directors’ board meetings—fundamentals

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Directors’ board meetings—fundamentals
  • Contents
  • What are the implications of the coronavirus (COVID-19) restrictions for directors’ board meetings?
  • Are board meetings necessary at all?
  • How is a board meeting convened?
  • What is the correct form and content of a notice of a board meeting?
  • Who is entitled to attend a board meeting?
  • Must directors attend a board meeting in person?
  • What is the correct quorum for a directors’ board meeting?
  • What is the role of the chair at a board meeting?
  • More...

Directors’ board meetings—fundamentals

Unlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating board meetings or prescribing who can call a board meeting or any notice period that has to be given to directors when convening a board meeting. Instead, the procedure for calling and conducting board meetings is usually set out in the articles of association. Unless otherwise specified, references to the model articles in this note are to the Model articles for a private company limited by shares.

Directors may also make decisions by written resolution instead of resolving matters at board meetings. For information on the procedure for written resolutions see Practice Note: Directors’ decision-making—written resolutions and decisions by sole directors.

See also Practice Notes:

  1. Directors’ decision-making—power, authority and duties

  2. Directors’ decision-making—convening board meetings

  3. Directors’ decision-making—conduct at board meetings

  4. Directors’ decision-making—post board meeting formalities

Larger companies are likely to adhere to one of the various regulatory corporate governance regimes such as the UK Corporate Governance Code or the Quoted Companies Alliance Corporate Governance Code. Such codes typically have detailed provisions and guidance relating to board leadership and purpose, division of responsibilities, board composition and succession. Whilst this note does not cover corporate governance in any detail, see How does corporate governance affect the conduct of board meetings? below for links to further content.



Popular documents