Board Meetings (Public Limited company)

Directors must be sent notice of each board meeting by the chairman of the board in accordance with any rules that may be laid down in the articles of association. The articles may specify the required notice period and the means of giving notice such as fax, registered letter, e-mail etc. if the board members have not all received proper notice, the meeting will be invalid and must be reconvened for a later date.

There is no obligation as to the number of meetings to be held each year, save for the legal requirement to approve the accounts. However, directors representing at least one-third of the board may convene a meeting if no meeting has been held during the previous two months.

All decisions are to be taken by a majority of the members of the board who are present or represented at the meeting. However, Increased majority requirements may be included in the articles of association. If there is a tied vote on any issue, the chairman of the meeting has a casting vote unless otherwise provided by the articles of association. If the articles of association do provide otherwise, and if there is a deadlock, the board of directors must be reconvened to meet with same agenda at a later date.

Meetings are chaired by the chairman of the board. If he is not present, the meeting is chaired by a director chosen from among themselves by the other directors present. Each director may appoint another director by letter, telex or telefax as a proxy to represent him at a board meeting. No director may act as proxy for more than one other person at any meeting.

Resolutions passed at a board meeting must be written up in the form of minutes entered in a special register, the pages of which are numbered and initialed by a judge of the relevant court and kept at the company’s registered office.

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