2. BOARD MEETINGS
Board meetings are meetings at the
highest level, i.e. A meeting where board
members or their representatives are
present. A company is not actual entity
but a legal one so it cannot take actions
and make decisions. The board of
directors act as agents through which
the company take actions as well as
makes decisions.
3. Quorum for the board meeting
The quorum for the board meeting refer to
the minimum numbers of members of the
board to conduct a valid board meeting.
According to Section 174 Companies Act
2013, the minimum numbers of members
of the board required for a meeting is 1/3rd
of a total numbers of directors. At any rate,
a minimum of two directors must be
present. However, in case of one person
company, the rules of Section 174, do not
apply.
4. Participation in board meeting
All directors are encourage to actively
attend board meetings and in case that's
not possible at least attend the meetings
through a video conference. This is so
that all directors can take part in the
decision making process.
5. Requirements for conducting a valid board meeting
1. Right convening authority
The board meeting must be held under the directors
of proper authority. Usually the company secretary
(CS) is there to authorize the board meeting. IN case
the company secretary is unavailable, the
predetermined authorized person shall act as the
authority to conduct the board meeting.
2. Adequate quorum
The proper requirements of the quorum or the
minimum number of Directors required to conduct a
Board meeting must be present for it to be
considered a valid board meeting.
6. 3. Proper notice
Proper notice is one of the major requirement to be fulfilled
when planning a board meeting. Formal meeting has to be
served to all members before conducting a board meeting.
4. Proper preceding officer
The meeting must always be conducting in the presence of a
chairman of the board.
5. Proper agenda
Every board meeting has a set agenda that must be followed.
The agenda refers to the topic of discussion of the board
meetings. NO other business which is not mentioned in the
meeting must be considered.
7. What is the minimum number of board meetings that a company
must conduct in a year?
In case of a public limited company, the first board
meeting has to be held within the first 30 days.
Additionally a minimum of 4 board meetings must be
held in a span of year. Also, there cannot be a gap of
more than 120 days between two meetings.
In case of small companies or one person company,
at least two meetings must be conducted, one each
half of the financial year. Additionally, the gap
between the meetings must be at least 90 days. In a
situation where the meeting is held at a short notice,
at least on independent directors must be attending
the meeting.
