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

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

  • Directors’ decision-making—conduct at board meetings
  • Role of the chair
  • Quorum
  • Adjournment
  • Declaration of interests
  • Board papers and documents tabled
  • Debate
  • Voting

This Practice Note examines typical conduct at board meetings, and considers the role of the chair in presiding over board meetings, quorum and voting requirements under the model articles for private companies limited by shares and model articles for public companies limited by shares (Model Articles), declaring interests in transactions, adjournment and the importance of board papers and debate at meetings. It also considers corporate governance requirements under the UK Corporate Governance Code (UKCG Code).

For details on the power and authority of directors to make decisions, whether as a full board or as part of a committee, directors’ duties considerations when making decisions, and decision-making in group companies, see Practice Note: Directors’ decision-making—power, authority and duties. For details on calling board meetings, including giving notice, content requirements of notices, attendance and attendees at board meetings, see Practice Note: Directors’ decision-making—convening board meetings. See also Practice Note: Directors’ decision-making—post board meeting formalities for an examination of preparing board minutes and administrative requirements following board meetings. For details on decisions taken by using the written resolution method and for decision-making by sole directors, see Practice Note: Directors’ decision-making—written resolutions and decisions by sole directors.

A company’s articles will usually enable the directors to make their own rules about the conduct of board meetings. While meetings can be informal (in particular in smaller private companies), there must be

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