Non resident directors and baord meetings

Stabshauptmann

Something thats been playing on the back of my mind. Under the Companies act a company must have at least one Irish resident director, but they can have many non-resident ones.

If say theres 10 directors, one in Ireland and one in 9 different countries, how do they oversee the companies affairs? Telephone and email?

Is there a requirement for them all to meet up in person from time to time?

Our man in Havana

Companies can have no irish resident directors. In that case a bond needs to be filed with the High Court.

Stabshauptmann

thanks, but not the question Im focusing on. What do they do for board meetings? Are they required to all meet up in Ireland if they're an Irish company?

Our man in Havana

There is no such requirement. There is suposed to be an AGM every year. There is nothing in the companies acts requiring the meeting to be held in Ireland.

Stabshauptmann

Yeah I gave them a quick read, but the directors have a lot of duties comming from common law.

I just think its strange than an Irish company might have no irish directors and no board meetings have to take place in ireland.

Sangre

The company acts allow for telephone/internet communications in lieu of actual meetings.
Somestimes a company doesn't even need a bond with no irish directors if they apply for it. A huge multi national might employ 5,000 people in ireland but have no irish based directors. No point in holding AGMs in Ireland as any decisions are of a global nature.

Stabshauptmann

Sangre wrote: »

The company acts allow for telephone/internet communications in lieu of actual meetings.

Are you sure, because I dont see this anywhere?

Duffman

You can't have an AGM without a board meeting, as a procedural and practical matter. Someone has to agree to hold the meeting, send out notice etc etc.

There are ways that shareholders can force meetings to be held if the directors won't cooperate, but that would be in extraordinary circumstances.

In the situation you mentioned they would probably have phone meetings. Nothing requiring them to meet up in person if the company's articles provide for it or allow it.

Hope that helps.

Sangre

afaik its in the model memorandum of association not a specific section. Obviously this means there is no problem doing it.