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Corporate Service - Malaysia

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Q&A on Board Meetings of Malaysia Companies

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Q: What is the function of Board Meeting?
A: The Board of Directors convene regular meetings to supervise company management, formulate strategic decisions, and define the company's direction. These meetings provide a platform for directors to gather, discuss, and resolve business-related issues.

Q: Who is authorised to call a Board Meeting?
A: A director or secretary, at the request of a director, has the authority to convene a board meeting. Notice of the meeting must be sent to every director located in Malaysia, detailing the meeting's date, time, venue, and agenda items for discussions.

Q: What are the ways to hold a Board Meeting?
A:
  1. Physical meeting: Directors who constitute a quorum gather at a specified venue, date and time for the meeting.
  2. Virtual meeting: This method uses audio, visual, or audio-visual technology to connect all directors participating from different locations. However, unreliable connectivity may interrupt the meeting.

Q: What are the quorum requirements for a Board Meeting?
A: The company's Constitution usually states that the quorum for a board meeting is determined by the Board itself. If not fixed, it shall be a majority of the directors. In cases where the Constitution is silent and no specific quorum is set by the directors, the quorum is the number of directors normally conducting business.

Q: Can a resolution be passed in way other than holding a Board Meeting?
A: Instead of holding a board meeting, it is common for a company’s Constitution to allow resolutions to be passed in writing. Such written resolutions are considered valid and effective as if they were passed during a board meeting.

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