Directors play a crucial role in the governance and management of a company. In Singapore, they have significant autonomy in regulating their own meeting procedures. This flexibility is primarily exercised through the company’s articles of association and their internal practices, as the Companies Act generally does not prescribe detailed procedures for board meetings. This article outlines the key aspects of how directors can effectively regulate their meeting processes.

Frequency and Organisation of Meetings

Directors have the authority to determine how often they meet to conduct company business. They can adjourn meetings and regulate their meeting schedules as they see fit. According to the sources, this flexibility is granted to them to manage the company’s affairs efficiently. Furthermore, any director can summon a meeting, and the company secretary is obligated to do so upon a director’s request. This ensures that meetings can be convened whenever necessary to address important matters.

Notice of Meetings

While the “Companies (Model Constitutions) Regulations 2015” may not explicitly state a mandatory notice period, it’s crucial to refer to the company’s articles of association. As highlighted in “Company Meetings – Law and Practice in Singapore,” the articles of association usually specify the required notice period for board meetings. Strict adherence to this period is essential, as non-compliance can jeopardize the validity of resolutions passed during the meeting. Best practice dictates that notice should be given to all directors, even those who might not be entitled to vote due to conflicts of interest. The notice should also include details of the business to be transacted at the meeting.

Quorum Requirements

The quorum, which is the minimum number of directors required to be present for a meeting to proceed, can be determined by the directors themselves. If the directors do not specify a quorum, it defaults to two. Directors can continue to act even if there are vacancies on the board. However, if the number of directors falls below the required quorum, the remaining directors are limited to actions necessary to increase the number of directors to meet the quorum or to summon a general meeting of shareholders.

Chairing Meetings

Directors have the power to elect a chairman for their meetings and to decide the duration of their term. If no chairman is elected, or if the elected chairman is not present within 10 minutes of the scheduled meeting time, the directors present can choose one of their members to chair that particular meeting. The chairman is responsible for ensuring the meeting is conducted in an orderly and proper manner.

Decision-Making Processes

Decisions at directors’ meetings are typically made by a majority vote. A decision made by a majority of the directors is considered a decision of the entire board. In the case of committee meetings, if there is an equality of votes, the committee chairman has a second or casting vote.

Delegation to Committees

Directors are permitted to delegate their powers to committees, which can be comprised of one or more directors. However, any committee formed must exercise its delegated powers in accordance with any regulations imposed by the directors. Committees are also allowed to elect their own chairman and regulate their own meeting procedures, providing for efficient management of specific tasks.

Meeting Methods

Historically, directors’ meetings were assumed to require physical presence. However, modern practices allow for meetings to be conducted via telephone or video conference, provided that all participating directors can hear and be heard without significant issues. It is advisable for the company’s articles of association to expressly authorize these alternative meeting methods.

Minutes of Meetings

Directors are legally required to ensure that minutes are taken of all proceedings at their meetings. These minutes must include the names of the directors present. The minutes should be signed by the chairman of the meeting or the chairman of the subsequent meeting. The company secretary usually plays a key role in recording the meeting’s proceedings and maintaining the minutes book.

Conclusion

In Singapore, directors enjoy considerable flexibility in regulating their meeting procedures. This flexibility is primarily governed by the company’s articles of association and established internal practices. Key elements such as meeting frequency, notice requirements, quorum, chairing, decision-making processes, the use of committees, and meeting methods are generally determined by the board itself, operating within the broader framework of the law and the company’s constitution.

Navigating these procedures can be complex. If you require assistance or tailored advice for your business, the experienced team at Raffles Corporate Services Pte Ltd is here to help.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at [email protected].

Yours sincerely,

The editorial team at Raffles Corporate Services