Companies in Malaysia conduct meetings to discuss and decide on matters that require a decision. The types of meetings that may be held by a company including general meeting, board meeting, creditors’ meeting, management meeting etc. Amongst all, the most commonly occurring meeting for a Malaysia company is the Board of Directors meeting.

As the Board of Directors is responsible for the management of the company, they have to meet regularly to make strategic decisions, monitor the management of the company and set the company’s direction. The Board Meeting provides a platform for the Directors to gather, deliberate and resolve matters pertaining to the business of the company. While resolutions can be passed in writing, the Board Meeting facilitates deliberation, updates on current status and collaborative brainstorming of ideas. Additional meetings may be called as and when urgent decisions are required between the scheduled Board meetings.

1. Notice of Board Meeting
   
   A director or a secretary, on the requisition of a director has the power to convene a Board meeting. A notice of a meeting of the Board must be delivered to every director who is in Malaysia, and shall include the date, time and place of the meeting and the agendas to be discussed.
   
   
2. Methods of Holding Board Meeting
   
   A Board meeting can take place through either one of the following methods:
   
   

   (1)	Meeting held in person. This is the assembly of directors who constitute a quorum, at the designated place, date, and time appointed for the meeting.
   (2)	Video conferencing or teleconferencing. Utilising audio, visual, or audio-visual communication methods to connect all the participating directors located in separate venues. The disadvantage of this method is that unstable connectivity may interfere with the meeting.

   
   
3. Proceedings of Board Meeting
   
   The governance of the Board meetings shall be as follows:
   
   

   (1)	The Board members shall determine the time and venue of each Board meeting as needed.
   (2)	The Secretary, in consultation with the Chairman, shall prepare the Board meeting agenda (along with relevant materials) for circulation to each Board member. Each Board member should receive reasonable advance written notice of the meeting before the scheduled date, preferably seven (7) working days before the scheduled date. However, this notice requirement may be waived with the written consent of all Board members.
   (3)	The Constitution of a company usually provides that the quorum for the board meeting shall be determined by the Board and if not so fixed shall be a majority of the directors. In the absence of explicit provisions in the Constitution and no fixed quorum set by the directors, the number of directors normally conducting business will constitute the quorum.
   (4)	Directors have the authority to choose the chairman of their meetings and specify how long he is to hold office. If no Chairman has been elected or if the Chairman does now show up within 15 minutes of the scheduled time of a meeting, the directors in attendance may choose one of their number to preside over the meeting.

   
   
4. Voting of Board Meeting
   
   The voting proceedings during a Board meeting shall be governed as follows:
   
   

   (1)	Decisions made at Board meetings should be by majority votes unless the Constitution stated otherwise.
   (2)	Every director is entitled to one vote.
   (3)	Unless the Constitution provides otherwise, the chairperson possesses a casting vote in the case of an equality of votes.
   (4)	A director with a direct or indirect interest in a company transaction must disclose this interest, abstain from discussion, and refrain from voting on the matter. Any vote cast by the interested director shall be disregarded. However, the director will be counted towards determining the quorum for the Board meeting.

   
   
5. Minutes of Board Meeting
   
   The minutes of the proceedings at a Board meeting shall constitute sufficient evidence of such proceedings and the observance of all necessary formalities, provided they are confirmed as accurate by all directors present at the meeting. The minutes of all proceedings of Board meetings should be recorded and maintained as follows:
   
   

   (1)	The draft minutes of the Board meeting shall be circulated to the Board members ideally within seven (7) days from the date of the Board meeting.
   (2)	Once confirmed by the Board, the finalised version of the Board minutes shall be signed by the Chairman of the current or the subsequent Board meeting.
   (3)	The signed Board minutes shall be kept in the minutes book.

   
   
6. Resolution Passed in Writing
   
   As an alternative of holding a physical Board meeting, it is very common for a company’s Constitution to provide that a resolution in writing, signed by all or majority of the directors, or approved by facsimile or email or other form of visible communication, shall be valid and effectual as if it had passed at a Board meeting.
   
   Any such a resolution may be comprising of multiple documents in like form, each signed by one or more directors. The duly executed resolution will be documented in the minutes book of Board proceedings.
   

Kaizen, together with its associate firms in Malaysia, can help the clients to perform these compliances formalities so as to maintain the Malaysia company in good standing. Please call and talk to our professionals in Kaizen for further clarification.