Proceeding

Question 1

Proceedings

Answer 1

The quorum for a meeting of directors in a listed company is the greater of:
- One-third of the total number of directors, or
- Four directors.

Directors participating via video conferencing or other audio-visual means are counted towards the quorum.

Examples:
- Example 10: A listed company with seven directors requires at least four directors to form a quorum.
- Example 11: A listed company with seventeen directors requires at least six directors to form a quorum.

For companies other than listed ones, the quorum is as specified in their articles of association.

If there are not enough directors to form a quorum to fill a casual vacancy, the remaining directors are deemed to constitute a quorum for this limited purpose.

Example:
- Example 12: A listed company with seven directors loses four directors in an accident. The remaining three directors are considered a valid quorum for filling the casual vacancies.

The board of a public company must meet at least once every quarter.

• Quorum for Listed Companies: Greater of one-third of directors or four.
• Casual Vacancy: Remaining directors can form a quorum to fill vacancies.
• Meeting Frequency: At least once per quarter for public companies.

If you have any more questions or need further details, feel free to ask!

Sure, let’s simplify it!

• A written resolution approved by most directors is as valid as one passed in a meeting.
• Example: If a company has 10 directors and 6 approve a written resolution, it’s valid.

• The resolution must be sent to all directors with necessary documents before approval.
• It should be noted in the next board meeting and included in the minutes.
• Example: A company emails a resolution to all directors. After approval, it’s recorded in the next meeting’s minutes.

• Once a director approves a written resolution, they cannot change their mind.
• Example: If a director agrees to a resolution via email, they can’t later revoke their approval.

• Validity: Written resolutions approved by most directors are valid.
• Circulation: Must be sent to all directors and noted in the next meeting.
• Irrevocability: Approval cannot be revoked once given.

I hope this makes it clearer! If you have more questions, feel free to ask.

• Resolutions: Keep records of all board resolutions passed by circulation.
• Minutes: Keep minutes of all board and committee meetings, including names of participants, in properly maintained books.

• Evidence: Minutes authenticated by the chairman of the meeting or the next meeting serve as evidence of the proceedings.

• Draft Minutes: Provide a copy of the draft minutes to every director within 14 days of the meeting.

• Location: Keep records at the company’s registered office.
• Format: Maintain records in both physical and electronic forms.
• Duration: Preserve records for at least ten years in physical form and permanently in electronic form.

Imagine a company, JKL Ltd., holds a board meeting:

1. Record Keeping: JKL Ltd. records the minutes of the meeting, noting all resolutions passed and the names of directors present.
2. Authentication: The chairman of the meeting signs the minutes, making them official evidence of the meeting.
3. Distribution: Within 14 days, JKL Ltd. sends a copy of the draft minutes to all directors.
4. Storage: The records are stored at the registered office in both physical and electronic formats. Physical records are kept for ten years, while electronic records are kept permanently.

This process ensures transparency, accountability, and proper documentation of board activities.

If you have any more questions or need further details, feel free to ask!