Approval of Directors' Report and Accounts

If permitted by the Company's Articles of Association, directors can take decisions without the requirement of a Board Meeting, provided every single director who would have been entitled to attend and vote on a decision if a meeting had been held indicates agreement to it. The wording used in modern articles is often that all directors must 'indicate to each other by any means that they share a common view on a matter'.

In practice, this usually means that each Director need sign an identical Written Resolution in lieu of a Meeting'. Written Resolutions take effect once the last Director indicates their agreement.

It is sensible for Companies to have a policy determining matters such as how written Resolutions are to be circulated (for example, saying that they can be emailed as .pdf documents to email addresses specified for that purpose by each Director), and how Directors can indicate their agreement to a Written Resolution - particularly if Directors want to be able to indicate their agreement by email.

If the Company's Articles of Association do not permit the use of Written Resolutions by Directors then a Board Meeting is required.



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