Directors’ Proceedings
Companies Act
Sections 158 to 165 to apply save where constitution provides otherwise
157. Each subsequent provision of this Chapter (other than sections 166 and 167 ) applies save to the extent that the company’s constitution provides otherwise.
General power of management and delegation
158. (1) The business of a company shall be managed by its directors, who may pay all expenses incurred in promoting and registering the company and may exercise all such powers of the company as are not, by this Act or by the constitution, required to be exercised by the company in general meeting, but subject to—
(a) any regulations contained in the constitution;
(b) the provisions of this Act; and
(c) such directions, not being inconsistent with the foregoing regulations or provisions, as the company in general meeting may (by special resolution) give.
(2) However, no direction given by the company in general meeting under subsection (1) (c) shall invalidate any prior act of the directors which would have been valid if that direction had not been given.
Meetings of directors and committees
160. (1) The directors of a company may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
(2) Questions arising at any such meeting shall be decided by a majority of votes and where there is an equality of votes, the chairperson shall have a second or casting vote.
(3) A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.
(4) All directors shall be entitled to reasonable notice of any meeting of the directors but, if the directors so resolve, it shall not be necessary to give notice of a meeting of directors to any director who, being resident in the State, is for the time being absent from the State.
(5) Nothing in subsection (4) or any other provision of this Act enables a person, other than a director of the company concerned, to object to the notice given for any meeting of the directors.
(6) The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be 2 but, where the company has a sole director, the quorum shall be one.
(7) The continuing directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to this Act as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company but for no other purpose.
(8) The directors may elect a chairperson of their meetings and determine the period for which he or she is to hold office, but if no such chairperson is elected, or, if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding it, the directors present may choose one of their number to be chairperson of the meeting.
(9) The directors may establish one or more committees consisting in whole or in part of members of the board of directors.
(10) A committee established under subsection (9) (a “committee”) may elect a chairperson of its meetings; if no such chairperson is elected, or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding it, the members of the committee present may choose one of their number to be chairperson of the meeting.
(11) A committee may meet and adjourn as it thinks proper.
(12) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members of the committee present, and where there is an equality of votes, the chairperson shall have a second or casting vote.
Supplemental provisions about meetings (including provision for acting by means of written resolutions)
161. (1) A resolution in writing signed by all the directors of a company, or by all the members of a committee of them, and who are for the time being entitled to receive notice of a meeting of the directors or, as the case may be, of such a committee, shall be as valid as if it had been passed at a meeting of the directors or such a committee duly convened and held.
(2) Subject to subsection (3), where one or more of the directors (other than a majority of them) would not, by reason of—
(a) this Act or any other enactment;
(b) the company’s constitution; or
(c) a rule of law,
be permitted to vote on a resolution such as is referred to in subsection (1), if it were sought to pass the resolution at a meeting of the directors duly convened and held, then such a resolution, notwithstanding anything in subsection (1), shall be valid for the purposes of that subsection if the resolution is signed by those of the directors who would have been permitted to vote on it had it been sought to pass it at such a meeting.
(3) In a case falling within subsection (2), the resolution shall state the name of each director who did not sign it and the basis on which he or she did not sign it.
(4) For the avoidance of doubt, nothing in the preceding subsections dealing with a resolution that is signed by other than all of the directors shall be read as making available, in the case of an equality of votes, a second or casting vote to the one of their number who would, or might have been, if a meeting had been held to transact the business concerned, chairperson of that meeting.
(5) The resolution referred to in subsection (1) may consist of several documents in like form each signed by one or more directors and for all purposes shall take effect from the time that it is signed by the last director.
(6) A meeting of the directors or of a committee referred to in section 160 (9) may consist of a conference between some or all of the directors or, as the case may be, members of the committee who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and—
(a) a director or member of the committee taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly; and
(b) such a meeting shall be deemed to take place—
(i) where the largest group of those participating in the conference is assembled;
(ii) if there is no such group, where the chairperson of the meeting then is;
(iii) if neither subparagraph (i) or (ii) applies, in such location as the meeting itself decides.
(7) Subject to the other provisions of this Act, a director may vote in respect of any contract, appointment or arrangement in which he or she is interested and he or she shall be counted in the quorum present at the meeting.
(8) The directors of a company may exercise the voting powers conferred by the shares of any other company held or owned by the company in such manner in all respects as they think fit and, in particular, they may exercise the voting powers in favour of any resolution—
(a) appointing the directors or any of them as directors or officers of such other company; or
(b) providing for the payment of remuneration or pensions to the directors or officers of such other company.
(9) Any director of the company may vote in favour of the exercise of such voting rights notwithstanding that he or she may be or may be about to become a director or officer of the other company referred to in subsection (8) and as such or in any other way is or may be interested in the exercise of such voting rights in the foregoing manner.
Counting of director in quorum and voting at meeting at which director is appointed
163. A director of a company, notwithstanding his or her interest, may be counted in the quorum present at any meeting at which—
(a) that director or any other director is appointed to hold any such office or place of profit under the company as is mentioned in section 162 (1), or
(b) the terms of any such appointment are arranged,
and he or she may vote on any such appointment or arrangement other than his or her own appointment or the arrangement of the terms of it.
Alternate directors
165. (1) Any director (the “appointer”) of a company may from time to time appoint any other director of it or, with the approval of a majority of its directors, any other person to be an alternate director (the “appointee”) as respects him or her.
(2) Only one person may stand appointed at a particular time to be an alternate director as respects a particular director.
(3) The appointee, while he or she holds office as an alternate director, shall be entitled—
(a) to notice of meetings of the directors of the company,
(b) to attend at such meetings as a director, and
(c) in place of the appointer, to vote at such meetings as a director,
but shall not be entitled to be remunerated otherwise than out of the remuneration of the appointer.
(4) Any appointment under this section shall be effected by notice in writing given by the appointer to the company.
(5) Any appointment so made may be revoked at any time by the appointer or by a majority of the other directors or by the company in general meeting.
(6) Revocation of such an appointment by the appointer shall be effected by notice in writing given by the appointer to the company.
Minutes of proceedings of directors
166. (1) A company shall cause minutes to be entered in books kept for that purpose of—
(a) all appointments of officers made by its directors;
(b) the names of the directors present at each meeting of its directors and of any committee of the directors;
(c) all resolutions and proceedings at all meetings of its directors and of committees of directors.
(2) Such minutes shall be entered in the foregoing books as soon as may be after the appointment concerned is made, the meeting concerned has been held or the resolution concerned has been passed.
(3) Any such minute, if purporting to be signed by the chairperson of the meeting at which the proceedings were had, or by the chairperson of the next succeeding meeting, shall be evidence of the proceedings.
(4) Where minutes have been made in accordance with this section of the proceedings at any meeting of directors or committee of directors, then, until the contrary is proved—
(a) the meeting shall be deemed to have been duly held and convened;
(b) all proceedings had at the meeting shall be deemed to have been duly had; and
(c) all appointments of officers made by its directors at the meeting shall be deemed to be valid.
(5) A company shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) by it and shall give to the Director of Corporate Enforcement such facilities for inspecting and taking copies of the contents of the book or books as the Director may require.
(6) If a company fails to comply with subsection (1) or with a requirement made of it under subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.
of a company, and whose name is entered in its register of members, shall be a member of the company.
The text in italics on this page is sourced from the Irish Statute Book and is re-published under the Licence for Re-Use of Public Sector Information made pursuant to Directive 2003/98/EC Directive 2013/37/EU of the European Parliament and of the Council on the re-use of public sector information transposed into Irish law by the European Communities (Re-Use of Public Sector Information) Regulations 2005 to 2015.