The Singapore Company Law does not regulate board meetings. The company’s board meeting should be held in accordance with the company’s articles of association. A company charter is a document that gives company officials and members rights, powers and obligations.

For most articles of association, including the following meeting rules is standard:

• Notification of forthcoming meetings to all directors
• Quorum for board meetings (ie minimum number of directors required to attend the meeting)
• Directors’ resolutions and voting mechanisms
• Appointment of Chairman of the Board
• How to record or keep minutes of board meetings

Company directors should refer to their articles of association for rules that may vary from company to company. This also applies to companies that have adopted but modified the Model Charter.

If your company has registered use of the Model Charter with the Accounting and Corporate Regulatory Authority (ACRA), but has not made any changes to it, you should conduct a board meeting in accordance with paragraphs 83 to 94 of the Model Charter.

The Model Charter sets out rules related to board meetings, including:

• Any director may request the company secretary to convene a board meeting
• Unless there are other candidates, the quorum is 2 directors
• If the quorum requirement is not met, directors can only take action to increase the number of directors or convene a general meeting of shareholders. (All other measures taken by the director will be considered invalid and invalid)
• Directors can elect a chairperson to the meeting and decide how long the chairperson will serve
• Directors must not vote on a transaction if it has an interest in any transaction or proposed transaction discussed at a board meeting (explained below)
• If there is no consensus on the issues that arise during the meeting, a vote will be taken and the majority of directors will decide what action the company should take
• If votes are divided equally between opposing parties, the chairman of the meeting shall make a final vote and a decision
• If there is only one director, he can pass the resolution by recording the resolution (for example, writing or typing) and signing the record

Before convening or attending a board meeting, directors should conduct due diligence on matters to be discussed at the meeting to ensure that they can perform their duties to the company in accordance with Singapore’s Company Law and common law. This includes the responsibility to disclose any conflicts of interest and to act honestly.

For example, under Article 156 of the Singapore Companies Act, a director who has an interest in any transaction or proposed transaction with the company is obliged to disclose the nature of this interest at a board meeting.

In addition, the High Court ruled that notice of board meetings must be issued to all directors to take effect. The law prohibits omissions to notify certain directors, as this would allow some directors to act without the consent of other directors. This can be harmful to the company.

Finally, since board meetings will be conducted in accordance with specific rules in each company’s articles of association, and directors should be responsible for the company’s fiduciary duties, it is best to follow industry practices when holding board meetings.

This can include preparing for the meeting by understanding the requirements related to the conduct of the meeting and keeping the issues discussed during the meeting strictly confidential. This ensures that directors are not considered to have failed to perform their duties when board meetings are held.

Article 188 of the Singapore Companies Act requires that the minutes of all board meetings must be recorded within 1 month after the meeting. The minutes of the meeting are recorded by the company secretary and signed by the chairman of the meeting or the chairman of a subsequent board meeting.

The minutes of a board meeting can be used as evidence of the minutes and should contain the following basic information:

• Meeting date and time
• Directors’ decisions
• Disclosure of specific directors’ conflicts of interest

Note: If the company and company management fail to comply with their obligation to enter meeting minutes into company records, they will face a fine of up to S $ 2,000 in addition to the liquidated damages.