The Board is called upon to determine the most effective decisions, represent and promote the interests of shareholders in the growth of the company’s capitalization. So, how to deal with the result of the meeting?
The Board of Directors in the corporate management
The Board of Directors determines the strategic issues of the corporation’s development, the foundations, and principles of the existence and development of the business for the long term. The scope of activities of the board of directors also includes large transactions that can entail significant changes in capitalization. Nevertheless, the Board of Directors is called the core of the company’s corporate governance system. Its meaning is determined by status and specific rights:
- the right to form the agenda of the general meeting of shareholders and the right of the chairman of the Board of Directors to conduct general meetings of shareholders;
- control of the agenda and determination of the sequence for resolving issues, the sequence of voting at the general meeting;
- only the Board of Directors can be transferred by the charter of the company to a part of the competence of the general meeting of shareholders, executive bodies, including the right to form and early terminate the powers of executive bodies.
Forms of the meeting of the Board of Directors
Legislatively, there are two forms of holding a meeting of the Board of Directors: face-to-face (joint presence and voting of members of the board of directors) and correspondence (absentee ballot). The order of its meeting, decision-making, and features of documentation depending on the form of the meeting.
The form of the meeting of the Board of Directors is determined taking into account the importance of the issues on the agenda. The most important issues require discussion, so it is better to address them in the joint presence of members of the board of directors. The Code of Corporate management includes a list of issues on which board meetings are recommended to be held in person:
- approval of priority areas of activity and financial and economic plan of society;
- convening the annual and extraordinary general meeting of shareholders and making the decisions necessary for their holding;
- election and re-election of the chairman of the board of directors;
- election of executive bodies of society, etc.
What are the procedure after the meeting?
When holding a meeting of the Board of Directors in absentia, the members of the Board of Directors whose ballots were handed in no later than the established date of the end of receipt of ballots are considered to have taken part in the voting.
Thus, it reflects how many votes of the members of the board of directors determine the quorum of the meeting, the date of providing the members of the board of directors with ballots for voting and acceptance by the society, the number of ballots received in due time, etc. This block of information allows you to determine whether you can assume that the meeting took place. The minutes of absentee voting must also indicate the number of votes cast for each voting option on all issues on the agenda. If necessary, the results of a roll-call vote shall be included in the minutes of the meeting in absentia.
An equally important procedure is the notification of voting results. All members of the board, including those absent from the meeting, must be provided with full information on the progress of the discussion of the agenda and the decisions made by the board of directors at the meeting.