Directors' Meeting

Agrivator

Member
If a committee of Directors in a large PLC meet to consider a Formal Complaint made jointly by three Shareholders, it seems that under Company Law, they must record and keep a Minute of the Meeting. The meeting was attended by three Directors and the Company Sec., but not by the complainants. The complaint was against a Director of a subsidiary of the Company, who I know was consulted by the Committee but I don't know if he attended the meeting.

Do the complainants have any right to see a copy of the Minutes? And if no one on here can give a definitive answer, can anyone recommend a suitable forum?
 

chaffcutter

Moderator
Arable Farmer
Location
S. Staffs
You would assume so, because if they are not satisfied with the findings of the meeting they would need to know the grounds for that result and be able to dispute it in law.

Don‘t take my opinion as a fact though! Check with a solicitor to be sure.
 

Turnip

Member
Mixed Farmer
Location
Aberdeenshire
I am not a lawyer but as far as I am aware since they are shareholders they are entitled to see all documentation relating to the company, how difficult the company makes it to get access is a separate thing. As with any company meeting, if it wasn't minuted it didn't happen, especially given that a formal complaint was handled. The complainants should get a record of the result of the meeting, otherwise they can pose that the complaint hasn't been considered yet, and can move from there.
 

Field Track

New Member
Location
Topcliffe
It is quite a complex area of law. As far as I know, by default, a shareholder is not allowed to view any documents with regard to the company's operation - only the directors are. A shareholder can only see the final accounts. You would need to review the articles of association, as well as any shareholder agreement, as they may change the default position. The shareholder would need to set off or threaten a derivative claim really, or an unfair prejudice case. If such a case arose then all documents, minutes, and every related document/email/file would be accessible to the claimant as evidence. The claimant would have quite a challenge, with no evidence, to get the court to proceed with either of the above claims mind. Depends on what they have now, regardless of the meeting minutes. Directors have a massive fiduciary obligation to the Company (though not technically the shareholder). It would not be something to 'brush' under the table, as it were.

https://www.ukbusinessforums.co.uk/ might be worth a look, as Google in general. Depending on the gravity of the situation the company would be recommended to take some legal advice specific to company law, as it can be very easy for a director to breach the Companies Act.
 

Agrivator

Member
I have just been informed by the Company Secretary that ''our complaint was not discussed at any Board Meeting but that it was discussed by three appropriate Directors when they happened to be together at another meeting, that they happened to agree in favour of the Director we were complaining about, but that no record of their meeting was taken and that therefore there are no Minutes to share with us''.

I wouldn't be surprised if that meeting also included the Director who was the subject of our complaint, and if the meeting involved three and possibly four Directors, I would have thought that it constituted a Directors' Meeting and that it was a legal requirement that Minutes were taken. I also now realise that the Company Secretary is not aware that we have no automatic right to see the Minutes even if they existed, or of Company Law in general.

But who enforces Company Law?

It goes without saying that the Directors defended the indefensible, otherwise we would have accepted their decision. and if any of you who have responded would like further information of the complaint, I can PM you in strict confidence.
 
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Field Track

New Member
Location
Topcliffe
Company law is enforced by civil litigation. You have to sue them, etc. In all fairness, these things get resolved, as it is expensive litigation. There has to be loss really. A director is not allowed to have a conflict of interest.
 

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