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Circular Resolutions of Directors’ Meetings: What you need to know

The latest updated Good Governance Guide from Governance Institute, titled ‘ Circular Resolutions of Directors’ Meetings,’ provides a detailed overview of circular resolutions.

The guide provides the legal context for circular resolutions under the Corporations Act noting that many companies modify these rules with specific provisions in their constitutions. It also highlights the individual responsibilities of directors in the context of circular resolutions, emphasising the need for active and diligent performance of their roles.

The Guide advises that circular resolutions should only be used for administrative matters that are not expected to require discussion or debate. It also warns against the overuse of circular resolutions, which can indicate poor governance practice.

It further provides practical advice on establishing protocols or policies for circular resolutions, especially conflicts of interest, and managing outcomes.

Governance Institute believes that this guide will serve as a one-stop-shop for all matters related to circular resolutions of directors’ meetings. It is expected to provide value to our members by offering a comprehensive understanding of the topic, enabling them to make informed decisions about when to use circular resolutions.

For more information, visit the Governance Institute of Australia’s website.

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