It is a replaceable rule that the business of a company is to be managed by or under the direction of the directors. The directors, once elected, are collectively given power to determine the direction of the business and manage the day-to-day activities of the company.
Directors may meet together for despatch of business and otherwise regulate their meetings as they think fit. The Corporations Act 2001 (Cth) permits individual directors to convene a directors meeting by giving reasonable notice individually to every other director.
The directors may elect a director to chair their meetings and determine how long the director shall occupy this role.
The quorum for a directors meeting is set by the company's constitution. A resolution of directors generally must be passed by a majority of the votes cast by directors entitled to vote on the resolution.
However directors of a company can resolve an issue without the need of having a formal meeting of directors by way of circular resolution. Sole director companies may pass a resolution by recording and signing it.
Advances in technology have allowed a meeting of directors to be called or held using any technology agreed to by directors, meaning “physical presence” is no longer a necessary requirement for a meeting.
Minutes of proceedings of directors meetings must be recorded in a minute book within 1 month of each meeting and signed by the chair of the meeting or of the next succeeding meeting of directors. Any such minute is prima facie evidence of the proceeding to which it relates.
A director of a public company who has a material personal interest in a matter being considered at a meeting is restricted from being present at the meeting and voting on the matter. There are exceptions to this rule.
See Directors' meeting, circular resolutions and minutes.