1. BOARD MEETING & COMMITTEE MEETING
Prepared by Hjh May Sapura Mohd Shazilli
FSPPP

2. Regulation involving board meeting in accordance with Table A CA
LEARNING OBJECTIVE
Define board meeting
Types of board meeting
Regulation involving board meeting in accordance with Table A CA
First Board Meeting

3. Meeting of Directors “Board Meeting”/ “Directors’ Meeting”
Defined as formal meeting of the board of directors of an organization, held usually at definite intervals to consider policy issues and major problems. Presided over by a chairperson (chairman or chairwoman) of the organization or his or her appointee, it must meet the quorum requirments and its deliberations must be recorded in the minutes. Under the doctrine of collective responsibility, all directors are bound by its resolutions.

4. Board of directors meeting
TYPES OF BODM
(i)
Board of directors meeting
should be handled by full board
policy making e.g:
a) development of the company’s business such as new production method, new products, additional capital required and method of raising the capital
b) acquisition of another company, take over and amalgamation
c) company reorganisation – the planning and program will be first worked out and discussed at BODM
d) recommending dividends
(ii)
Committee of directors
Should be handled by non executive directors
Routine business e.g:
committee of directors such as audit committee, nomination committee, remuneration committee risk management committee and etc.
transfer of shares
b) sealing of documents
c) routine financial matters
d) personnel matters such as appointment, resignation, salary increment, promotion, welfare etc.
e) correspondence

5. PROCEEDINGS OF DIRECTORS’ MEETING
The Act gives no provisions expressly as to the convening and the
conduct of BODM.
Generally the company’s articles regulate the directors meetings.
Table A article 78 - article 90 discuss various requirements and
provision relating to conduct of board meetings.

6. PROCEEDINGS OF DIRECTORS’ MEETING
ARTICLE 79- MEET, ADJIURN AND REGULATE OWN MEETING
Director may meet to dispatch business, adjourn and regulate their own meeting
Director may summon meeting at any time
Secretary shall summon meeting upon request by director
Silent about procedures of notice of meeting-this is filled by common law case
ARTICLE 80-VOTE
Decided by a majority votes (simple majority vote)
Chairman have a second vote (Casting vote) in case of an equality of votes
Director have to declare interest pursuant to sec 131 CA 1965
The intersted director can be counted to make the quorum of board meeting but cannot participate in discussion for the contract (Sec 131A CA 1965 )
ARTICLE 81-INTERESTED
Director shall not vote in contract/poposed contract in which he is interested
ARTICLE 82-ALTERNATE DIRECTOR
Director with approval of BOD may appoint any person to be an alternate or substitute director in his place during such period.
Alternate Director has the same right as the appointor.
Except has no share qualification and shall ipso facto vacate office if the appointor vacates office or removes the appointee.
Appointment/removal must be made by notice in writing under the hand of the appointor

7. PROCEEDINGS OF DIRECTORS’ MEETING
ARTICLE 83 – QUORUM FOR DIRECTORS
Director may fix the quorum (Table A is excluded)
Otherwise , quorum is 2 persons
Lack of quorum at board meeting may be validated according to sec 355
ARTILCE 84-CONTINUING DIRECTORS
The continuing director my continue to act although there is vacancy in the BODM. If the quorum falls below two, the continuing director has power only to increase the number of directors to make the quorum
This rule also applicable for summoning a general meeting
ARTICLE 85-CHAIRMAN
Directors may elect a chairman, determine the period holding the office
If chairman is not elected/chairman is not present within 10 minutes (or certain period), the memebers present may elect chairman among them
ARTICLE COMMITTEE MEETING
Directors may delegate their powers to commitees comnsisting of such BOD member(s) as they think fit
Election of chairman for committee meeting
Committee may meet and adjourn meeting, majrity votes and casting votes

8. PROCEEDINGS OF DIRECTORS’ MEETING
ARTICLE 89- VALIDITY ACTIONS
All acts done by directors meeting or committee meeting or person acting as director shall be valid although it was discovered later defect in the appointment .
ARTICLE 90-RESOLUTION IN WRITING
A resolution in writing which is signed by all the directors for the time being entitled to receive notice of directors’ meeting shall be valid as if it has been passed in the meeting

9. The First Board of Directors’ Meeting
The first directors’ meeting should be held ASAP after the company received the certificate of incorporation from CCM. The purpose of the meeting is to get the company going and comply with the formality of certain business of the company.
The following are the usual businesses transacted at the first directors’ meeting:
1) to table and note the certificate of incorporation
2) to record the appointment of the first directors
3) to appoint additional directors
4) to appoint Chairman of the board
5) to appoint managing director
6) to enable the directors to disclose their interests
7) to record appointment of first secretary

10. First Board Meeting 8) to adopt the common seal of the company
9) to appoint the company’s banker
10) to appoint the company‘s auditor
11) to appoint the company’s solicitor
12) to appoint the company’s broker
13) to discuss the holding of statutory meeting
14) to discuss any arising out of item (13)
15) to execute any purchase agreement
16) to confirm the subscriber shares and issuance of respective share certificates
17) to consider any application for shares and the issuance of respective share certificate
18) to consider any application for shares and allotment of shares

11. First Board Meeting
19) to instruct the secretary to deal with the appointment of the company’s banker, auditor, solicitor, broker.
20) purchase of the necessary statutory books
21) printing of MOA & AOA
22) to fix the financial year end
23) to fix the dates of future BOD meeting
24) to discuss any other business.

12. The end