Put simply, there is no requirement as to board meetings to be convened or at any particular intervals unless required by the shareholder’s agreement or the articles of association.
It is advisable to hold a board meeting whenever a significant matter needs to be approved/discussed. The director(s) must give reasonable notice to the rest of the board in the manner as prescribed by the Articles of Association. In general, the notice has to contain the time and place of the proposed meeting. Click here to see a template of notice of board meeting that you may tailor according to your requirements.
Can companies hold virtual board meetings?
With the outbreak of COVID-19, it is rather difficult to hold any physical board meetings without putting everyone’s health at risk.
For a private company limited by shares, the Articles of Association will determine whether the board meeting can be held virtually. If it is explicitly provided in the Articles that a board meeting must be held physically, you will have to amend your articles to allow virtual meetings.
A company incorporated after 2014 that adopted the model Articles, non-face-to-face meetings for directors are allowed. However, companies incorporated before 2014 and using the old articles might have to amend the articles to allow a virtual meeting.
Bear in mind that the quorum and procedural requirements must be met even if you are holding a virtual meeting.
Key takeaway
- Holding a board meeting at regular intervals is not mandatory
- You can hold virtual board meetings as long as it is permitted under the Articles