Question 1

Minutes

Accepted Answer

Q: Minutes The Board have been asked by two directors appointed in November to see the minutes going back to 2011. In addition, the AGM's and any legal advice obtained over the same period. Are there any issues, ethical or confidential, we need to be aware of? FPRA director Richard Williams replies: The new directors are subject to the same duties and have the same entitlement to information as their longer-serving colleagues. In principle there can be no objection to their being provided with all the information they seek, in relation to which they are under a duty to use the information only for the benefit of the company, and of course to maintain confidentiality in relation to matters which are confidential to the Board. A great deal of information is likely to be available to company members anyway,eg in relation to service charge accounts. Minutes of directors’ meetings, which are required to be recorded and kept for 10 years (s. 248 Companies Act 2006), are able to be used as evidence so would need to be able to be produced to company members if demanded. Perhaps the only area where there might be a difficulty is in relation to a conflict of interest. To take an extreme example, if one or both of the new directors had been in a legal dispute with the company, it might be inappropriate for them to see the company’s legal advice in relation to that dispute. The new directors, like the existing directors, are under an obligation to avoid conflict of interest (see s. 175 Companies Act 2006). [Submitted March 2017]

Question 2

Minutes

Accepted Answer

Q: Minutes The Board have been asked by two directors appointed in November to see the minutes going back to 2011. In addition, the AGM's and any legal advice obtained over the same period. Are there any issues, ethical or confidential, we need to be aware of? FPRA director Richard Williams replies: The new directors are subject to the same duties and have the same entitlement to information as their longer-serving colleagues. In principle there can be no objection to their being provided with all the information they seek, in relation to which they are under a duty to use the information only for the benefit of the company, and of course to maintain confidentiality in relation to matters which are confidential to the Board. A great deal of information is likely to be available to company members anyway,eg in relation to service charge accounts. Minutes of directors’ meetings, which are required to be recorded and kept for 10 years (s. 248 Companies Act 2006), are able to be used as evidence so would need to be able to be produced to company members if demanded. Perhaps the only area where there might be a difficulty is in relation to a conflict of interest. To take an extreme example, if one or both of the new directors had been in a legal dispute with the company, it might be inappropriate for them to see the company’s legal advice in relation to that dispute. The new directors, like the existing directors, are under an obligation to avoid conflict of interest (see s. 175 Companies Act 2006). [Submitted March 2017]

Minutes

Search

Articles Archive