Board of Directors

We are experts in helping shareholders navigate relationships with the board of directors.

Under a company’s articles, the day-to-day management of a company is almost always delegated to the board of directors. On a daily operational level, this is where the power lies in any decision making and so it’s important that you understand how the board works to safeguard your interests.

Directors are generally empowered to exercise all the powers of the company and technically, the powers of the board must usually be exercised by the board collectively at board meetings. However, in practice many boards often act informally – particularly where the directors enjoy a close working relationship.

Board meetings can also be held casually, especially when all the directors are in agreement. There is no minimum number of board meetings required by law but directors must meet sufficiently often to ensure that they are discharging their duties as directors. Resolutions of the board (where a resolution is required) can also be reached in writing.

The role of the board is to make the strategic and operational decisions of the company. Directors are charged with ensuring the company meets its legal obligations and they also act as agents for the company, appointed by the shareholders to manage its day-to-day affairs.

Each director has a legal obligation to the company to carry out certain duties including:

• acting within the powers set out in the articles.
• promoting the success of the company.
• exercising independent judgment (and not just do as someone else says).
• exercising reasonable care, skill and diligence (i.e. not to act negligently).
• avoiding conflicts of interest and to not accept benefits from third parties.

As a shareholder, you play a role in appointing directors and want them to act in your best interests. Our understanding of the rules that govern directors’ actions will help you ensure that they are meeting their legal obligations and working for your benefit.