How to Hold a Board Meeting in Singapore

What is a Board Meeting and the Purpose of It?

A board meeting is a meeting of the company’s board of directors during which directors discuss corporate matters and pass resolutions to effect decisions concerning the company.

Generally, board meetings are a means for company directors to review matters regarding the current and future state of the company. These matters may include business expansion plans, acquisition of property, reviewal of financial reports and the hiring of talent.

If the directors agree on certain issues, they may choose to pass a board resolution by signing a copy of a document containing the decisions and statements during a board meeting.

How Should Board Meetings be Conducted?  

The Companies Act (CA) does not regulate board meetings. Instead, the board meeting of a company is to be conducted according to the constitution of that company. The company constitution is a document which confers rights, powers, and obligations on company officers and members.

It is standard for most company constitutions to include rules for board meetings such as on:

• The giving of notice of upcoming meetings to all directors
• Quorum of the board meeting (i.e. minimum number of directors required to be present at the meeting)
• Directors’ resolutions and voting mechanism
• The appointment of a chairperson of the board meeting
• How minutes of board meetings are to be recorded or kept

Company directors should refer to the constitution of their company for such rules as they are likely to vary from company to company. This also applies to companies who have adopted but modified the Model Constitution.

Model Constitution 

If your company has registered its use of the Model Constitution with the Accounting and Corporate Regulatory Authority (ACRA), without making any amendments to it, then board meetings are to be conducted according to paragraphs 83 to 94 of the Model Constitution.

Some rules relating to board meetings that are set out in the Model Constitution include:

• Any director may request the company secretary to summon a board meeting
• A quorum of 2 directors is required unless another number is decided upon
• If the quorum requirement is not met, the director(s) can only act in order to increase the number of directors or summon a general shareholders’ meeting. (All other actions taken by the director(s) will be considered invalid and have no effect)
• Directors may elect a chairman for their meetings and decide how long the chairman will remain in office
• If a director has an interest in any transaction or proposed transaction which is discussed during a board meeting, he must not vote in respect of this transaction (explained below)
• If there is no consensus on issues that arise during a meeting, a vote will be held and the majority of directors will decide on the course of action that the company shall take
• If votes are split equally between opposing sides, the chairman of the meeting shall cast the final and deciding vote
• If there is only one director, he may pass a resolution by making a record of the resolution (e.g. writing or typing it) and signing the record

Minimum Standard of Conduct and Care During Board Meeting

Prior to calling or attending a board meeting, directors should conduct due diligence on matters to be discussed at the meeting to ensure that they are fulfilling their duties to the company under the CA and at common law. This includes the duty to disclose any conflict of interest and to act honestly.

For example, under section 156 of the CA, directors who have an interest in any transaction or proposed transaction with the company have a duty to disclose the nature of this interest during board meetings.

Further, the High Court has ruled that notice of a board meeting must be given to all directors in order to be valid. An omission to give notice to some directors is prohibited by law as it would allow some directors to act without the consent of other directors. which could be detrimental to the company.

Lastly, as board meetings are to be conducted according to the specific rules in each company constitution and directors owe fiduciary duties to the company, it is best for directors to follow good industry practices when holding board meetings.

This could include preparing for the meeting by being aware of the requirements relating to the conduct of the meeting and maintaining strict confidentiality regarding issues discussed during the meeting. This ensures that directors are not perceived as falling short of their duties when conducting board meetings.

Minutes of Board Meetings 

Section 188 of the CA requires that minutes of all board meetings are to be kept in books within 1 month of the meeting. Minutes are to be recorded by the company secretary and signed by the chairman of that meeting or the chairman of the subsequent board meeting.

Minutes of board meetings serve as evidence of the meeting’s proceedings and are to contain basic information such as:

• The meeting date and time
• Decisions undertaken by directors
• Disclosures of conflict of interest made by specific directors

Both the company and company officers may each face a fine of up to S$2,000 in addition to a default penalty if they fail to comply with the obligation to enter meeting minutes into company records. You can read more about how to record meeting minutes in our other article.

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For professional advice in relation to the conduct of board meetings, you may wish to engage a corporate secretarial firm.