Presentation on theme: "BOARD MEETING & COMMITTEE MEETING"— Presentation transcript:
1 BOARD MEETING & COMMITTEE MEETING Prepared by Hjh May Sapura Mohd ShazilliFSPPP
2 Regulation involving board meeting in accordance with Table A CA LEARNING OBJECTIVEDefine board meetingTypes of board meetingRegulation involving board meeting in accordance with Table A CAFirst Board Meeting
3 Meeting of Directors “Board Meeting”/ “Directors’ Meeting” Defined as formal meeting of the board of directors of an organization, held usually at definite intervals to consider policy issues and major problems. Presided over by a chairperson (chairman or chairwoman) of the organization or his or her appointee, it must meet the quorum requirments and its deliberations must be recorded in the minutes. Under the doctrine of collective responsibility, all directors are bound by its resolutions.
4 Board of directors meeting TYPES OF BODM(i)Board of directors meetingshould be handled by full boardpolicy making e.g:a) development of the company’s business such as new production method, new products, additional capital required and method of raising the capitalb) acquisition of another company, take over and amalgamationc) company reorganisation – the planning and program will be first worked out and discussed at BODMd) recommending dividends(ii)Committee of directorsShould be handled by non executive directorsRoutine business e.g:committee of directors such as audit committee, nomination committee, remuneration committee risk management committee and etc.transfer of sharesb) sealing of documentsc) routine financial mattersd) personnel matters such as appointment, resignation, salary increment, promotion, welfare etc.e) correspondence
5 PROCEEDINGS OF DIRECTORS’ MEETING The Act gives no provisions expressly as to the convening and theconduct of BODM.Generally the company’s articles regulate the directors meetings.Table A article 78 - article 90 discuss various requirements andprovision relating to conduct of board meetings.
6 PROCEEDINGS OF DIRECTORS’ MEETING ARTICLE 79- MEET, ADJIURN AND REGULATE OWN MEETINGDirector may meet to dispatch business, adjourn and regulate their own meetingDirector may summon meeting at any timeSecretary shall summon meeting upon request by directorSilent about procedures of notice of meeting-this is filled by common law caseARTICLE 80-VOTEDecided by a majority votes (simple majority vote)Chairman have a second vote (Casting vote) in case of an equality of votesDirector have to declare interest pursuant to sec 131 CA 1965The intersted director can be counted to make the quorum of board meeting but cannot participate in discussion for the contract (Sec 131A CA 1965 )ARTICLE 81-INTERESTEDDirector shall not vote in contract/poposed contract in which he is interestedARTICLE 82-ALTERNATE DIRECTORDirector with approval of BOD may appoint any person to be an alternate or substitute director in his place during such period.Alternate Director has the same right as the appointor.Except has no share qualification and shall ipso facto vacate office if the appointor vacates office or removes the appointee.Appointment/removal must be made by notice in writing under the hand of the appointor
7 PROCEEDINGS OF DIRECTORS’ MEETING ARTICLE 83 – QUORUM FOR DIRECTORSDirector may fix the quorum (Table A is excluded)Otherwise , quorum is 2 personsLack of quorum at board meeting may be validated according to sec 355ARTILCE 84-CONTINUING DIRECTORSThe continuing director my continue to act although there is vacancy in the BODM. If the quorum falls below two, the continuing director has power only to increase the number of directors to make the quorumThis rule also applicable for summoning a general meetingARTICLE 85-CHAIRMANDirectors may elect a chairman, determine the period holding the officeIf chairman is not elected/chairman is not present within 10 minutes (or certain period), the memebers present may elect chairman among themARTICLE COMMITTEE MEETINGDirectors may delegate their powers to commitees comnsisting of such BOD member(s) as they think fitElection of chairman for committee meetingCommittee may meet and adjourn meeting, majrity votes and casting votes
8 PROCEEDINGS OF DIRECTORS’ MEETING ARTICLE 89- VALIDITY ACTIONSAll acts done by directors meeting or committee meeting or person acting as director shall be valid although it was discovered later defect in the appointment .ARTICLE 90-RESOLUTION IN WRITINGA resolution in writing which is signed by all the directors for the time being entitled to receive notice of directors’ meeting shall be valid as if it has been passed in the meeting
9 The First Board of Directors’ Meeting The first directors’ meeting should be held ASAP after the company received the certificate of incorporation from CCM. The purpose of the meeting is to get the company going and comply with the formality of certain business of the company.The following are the usual businesses transacted at the first directors’ meeting:1) to table and note the certificate of incorporation2) to record the appointment of the first directors3) to appoint additional directors4) to appoint Chairman of the board5) to appoint managing director6) to enable the directors to disclose their interests7) to record appointment of first secretary
10 First Board Meeting 8) to adopt the common seal of the company 9) to appoint the company’s banker10) to appoint the company‘s auditor11) to appoint the company’s solicitor12) to appoint the company’s broker13) to discuss the holding of statutory meeting14) to discuss any arising out of item (13)15) to execute any purchase agreement16) to confirm the subscriber shares and issuance of respective share certificates17) to consider any application for shares and the issuance of respective share certificate18) to consider any application for shares and allotment of shares
11 First Board Meeting19) to instruct the secretary to deal with the appointment of the company’s banker, auditor, solicitor, broker.20) purchase of the necessary statutory books21) printing of MOA & AOA22) to fix the financial year end23) to fix the dates of future BOD meeting24) to discuss any other business.