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Presentation on theme: "BOARD MEETING & COMMITTEE MEETING"— Presentation transcript:

Prepared by Hjh May Sapura Mohd Shazilli FSPPP

2 Regulation involving board meeting in accordance with Table A CA
LEARNING OBJECTIVE Define board meeting Types of board meeting Regulation involving board meeting in accordance with Table A CA First 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 meeting should be handled by full board policy 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 capital b) acquisition of another company, take over and amalgamation c) company reorganisation – the planning and program will be first worked out and discussed at BODM d) recommending dividends (ii) Committee of directors Should be handled by non executive directors Routine business e.g: committee of directors such as audit committee, nomination committee, remuneration committee risk management committee and etc. transfer of shares b) sealing of documents c) routine financial matters d) personnel matters such as appointment, resignation, salary increment, promotion, welfare etc. e) correspondence

The Act gives no provisions expressly as to the convening and the conduct of BODM. Generally the company’s articles regulate the directors meetings. Table A article 78 - article 90 discuss various requirements and provision relating to conduct of board meetings.

ARTICLE 79- MEET, ADJIURN AND REGULATE OWN MEETING Director may meet to dispatch business, adjourn and regulate their own meeting Director may summon meeting at any time Secretary shall summon meeting upon request by director Silent about procedures of notice of meeting-this is filled by common law case ARTICLE 80-VOTE Decided by a majority votes (simple majority vote) Chairman have a second vote (Casting vote) in case of an equality of votes Director have to declare interest pursuant to sec 131 CA 1965 The 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-INTERESTED Director shall not vote in contract/poposed contract in which he is interested ARTICLE 82-ALTERNATE DIRECTOR Director 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

ARTICLE 83 – QUORUM FOR DIRECTORS Director may fix the quorum (Table A is excluded) Otherwise , quorum is 2 persons Lack of quorum at board meeting may be validated according to sec 355 ARTILCE 84-CONTINUING DIRECTORS The 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 quorum This rule also applicable for summoning a general meeting ARTICLE 85-CHAIRMAN Directors may elect a chairman, determine the period holding the office If chairman is not elected/chairman is not present within 10 minutes (or certain period), the memebers present may elect chairman among them ARTICLE COMMITTEE MEETING Directors may delegate their powers to commitees comnsisting of such BOD member(s) as they think fit Election of chairman for committee meeting Committee may meet and adjourn meeting, majrity votes and casting votes

ARTICLE 89- VALIDITY ACTIONS All 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 WRITING A 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 incorporation 2) to record the appointment of the first directors 3) to appoint additional directors 4) to appoint Chairman of the board 5) to appoint managing director 6) to enable the directors to disclose their interests 7) 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 banker 10) to appoint the company‘s auditor 11) to appoint the company’s solicitor 12) to appoint the company’s broker 13) to discuss the holding of statutory meeting 14) to discuss any arising out of item (13) 15) to execute any purchase agreement 16) to confirm the subscriber shares and issuance of respective share certificates 17) to consider any application for shares and the issuance of respective share certificate 18) to consider any application for shares and allotment of shares

11 First Board Meeting 19) to instruct the secretary to deal with the appointment of the company’s banker, auditor, solicitor, broker. 20) purchase of the necessary statutory books 21) printing of MOA & AOA 22) to fix the financial year end 23) to fix the dates of future BOD meeting 24) to discuss any other business.

12 The end


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