Chapter 13: Board and committee meetings

This chapter provides guidance on meetings of directors, covering decision making, board meetings, notice of board meetings, agenda and supporting pages, participation in directors’ meetings, alternate directors, quorum and voting, the chairman, and validation of acts of directors. It also looks at board committees, their appointments and proceedings, and written resolutions and informal decisions, also covering sole directors. It looks at the minutes of directors meetings, and the duties of the secretary in relation to directors meetings – before, during and after.

Precedents include:

  • Precedent 13.A Notice of board meeting

  • Precedent 13.B Agenda for first board meeting (private company)

  • Precedent 13.C Minutes of first board meeting (private company)

  • Precedent 13.D Agenda for board meeting (listed company)

  • Precedent 13.E Minutes of board meeting (listed company)

  • Precedent 13.F Minutes of committee meeting

  • Precedent 13.G Resolution (directors) to fix quorum

  • Precedent 13.H Resolutions (directors) for appointment of committee

  • Precedent 13.I Directors’ written resolution

  • Precedent 13.J Appointment of additional director by sole continuing director


    Meetings Of Directors
    Board Committees
    Written Resolutions And Other Informal Procedures
    Duties Of The Secretary In Relation To Directors' Meetings