Decision of Board if Independent Director not present in meeting

By | August 1, 2015

QUESTION: In case of a Board Meeting convened at a shorter Notice, what would be the effect if the company has an Independent Director but he was not present at the Meeting and when the Minutes were sent for his ratification:

(a) he disapproves the decision taken at the meeting passed by majority of Directors?

(b) he abstains from ratifying such decision?

Answer: If Independent Director was not present and he disapproves or abstains from ratifying the Minutes, the decision of the Board shall fail. The company cannot therefore implement such decision taken at the Board Meeting until it is ratified by at least one Independent Director.

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