By Simon O’ Connor, 11th of February 2016
Board meetings are a mandatory exercise for most companies in Ireland. The Companies Act 2014 has introduced new requirements for board meetings which all companies are obliged to adhere to. These new requirements are in relation to board minutes, the location of the meetings and the written resolutions to pass the holding of a meeting.
Board Minutes are considered formal written records of business conducted at a meeting and can be used in court to determine if a company is being compliant with company law. For this reason, it is essential for each director present at a meeting to review the content of the minutes before they are signed by the Chairperson.
Since the introduction of the Companies Act 20104, a company must ensure a copy of minute books are available for inspection by the Director of Corporate Enforcement at any given time. It is considered an offence if a company or any company officer fails to record and retain minutes from any previous board meeting.
By ensuring that all minutes are being recorded, your company and its officers are complying with company law and therefore avoid the possibility of committing a category 4 offence.
Where should they take place?
Directors may take part in board meetings via telephone, video streaming or by using other forms of electronic communication. The Companies Act 2014 details the locations where these meetings can take place.
- Where the largest group of participants are located
- If the majority of participants are scattered in various locations, the meeting should be where the Chairperson is situated.
- If neither of the above options applies, the group must determine the most suitable location.
Where it is not possible for the directors of a company to participate in a meeting, a written resolution may be passed in place of holding a meeting once all directors agree. Once the written resolution is signed by all directors of the company then it is. It can be signed in counterpart and takes effect from when it is signed by the last director.
While the new Companies Act 2014 now requires that board minutes be recorded and retained for inspection, it also allows for flexibility and transparency by allowing the meetings to be held using electronic communications while giving direction on the location of these meetings. Further flexibility is provided for by allowing the written resolution alternative.
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