Directors’ Proceedings
The powers of the board of directors in Irish companies are set out in the Companies Act 2014, which vests company management in the board, except where shareholder approval is required. Directors act collectively, typically through board meetings, which must have a quorum of two unless it’s a single-director company. Resolutions passed in writing, signed by all directors, are as valid as those made in meetings. Directors are also empowered to delegate their authority, such as appointing a managing director or forming committees to address specific tasks.
Meetings can be convened by any director, with reasonable notice provided. Decisions require a quorum, and minutes must be recorded, including resolutions, appointments, and attendee lists. Meetings may take place remotely if all participants can communicate effectively. Directors may vote on contracts in which they have an interest, though they cannot vote on their own appointments.
Larger companies may need an audit committee with an independent, qualified director to monitor financial controls, audits, and risk management. This committee also recommends statutory auditors and receives audit reports. Failing to establish or appropriately manage this committee is a regulatory offense.
This framework ensures structured and accountable decision-making while allowing directors flexibility in managing day-to-day operations and responsibilities.