1. Board Objectives
A board meeting is a meeting of a company’s board of directors at which the directors discuss company business and pass resolutions to make decisions about the company. Such business may include;
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Business expansion plans
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Property acquisition
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Review of financial reports
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Recruitment of talents
If the directors agree on certain issues, they may choose to adopt a board resolution at a board meeting by signing copies of documents that contain the decisions and statements.
Board Resolution*
Board resolutions are official records of decisions made by a company’s board of directors. Under Section 157A of the Singapore Companies Act, directors manage and supervise the company’s business, which involves making major decisions such as changes in ownership, appointing new board members, or selling shares. These resolutions serve as formal documentation of the board’s authority and actions.
2. How the board meeting is conducted
The Singapore Companies Act does not regulate board meetings. Meetings of the board of directors of a company should be held in accordance with the company’s articles of association. The articles of association are documents that give rights, powers, and duties to the officers and members of the company.
For most articles of association, it is standard to include the following meeting rules;
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Notice of upcoming meetings sent to all directors
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Quorum for Board meetings (i.e., the minimum number of directors required to attend a meeting)
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Directors’ resolutions and voting mechanisms
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Appointment of the Chairman of the Board of Trustees
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How to record or keep minutes of board meetings
3. Legal responsibilities to be aware of at board meetings
Before attending a board meeting, directors must exercise due diligence to meet their duties under the Singapore Companies Act and common law, including disclosing any conflicts of interest and acting honestly. Section 156 requires directors to declare any interest in company transactions, and the High Court has ruled that notice must be given to all directors for a meeting to be valid. Board meetings should follow company bylaws and industry practice, with directors maintaining confidentiality and acting responsibly to uphold their fiduciary duties.
4. Minutes of Board Meetings
Section 188 of the Singapore Companies Act requires that the minutes of all board meetings must be recorded within 1 month of the meeting. The minutes are recorded by the company secretary and signed by the chairman of that meeting or the chairman of the subsequent board meeting.
The minutes of a board meeting may be used as evidence of the minutes of the meeting and shall contain the following basic information;
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Date and time of the meeting
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Decisions made by the directors
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Conflict of interest disclosure for specific directors
***Note: Companies and corporate officers who fail to comply with their obligation to enter minutes into company records face a penalty of up to S$2,000 in addition to liquidated damages.
