Treatment of interested directors in board and committee meetings.

Meetings 5645 views 1 replies

In meeting of Nomination Remuneration committee of a listed entity, there are 3 members: A,B,C

A and B was present

C was absent

Resolution: Recommend to board appointement of A

A recused himself as he was interested

Can B alone pass this resolution?

For that time, will there be quorum?

Replies (1)

Yes. There is a quorum. Since A and B were present. 

A recused himself because he's interested (likely due to the resulution being about his appointment). This means A can't vote on the resolution. With A recused, B is the only remaining member present who can vote. 

Generally, for a valid decision in a committee of 3 with 2 members present(and one recusing), the remaiing memer (B) can pass the resolution if the committee's rules allow for decisions with a single voting member when there's quorum and proper procedure is followed. However, specific rules of the Nomination Remuneration committee or the entity's governance documents would need to be checked for exact  requirements on voting with a single member voting after a recusal. 


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