A. Explanation

This Provision covers the need for directors, especially those with multiple directorships, to be engaged in Board and Committee meetings.

Much of the work of the Board is conducted through meetings. It is therefore important that directors attend and actively participate in meetings of the Board and Board Committees of which they are members.

Meetings should be regular and scheduled in advance, and convened as warranted by circumstances such as corporate transactions and crises.

The attendance of each director at their respective meetings must be disclosed in the annual report. Investors may view a director’s attendance record as an indication of his commitment and contributions to the Board.

Busy directors, especially those with multiple directorships, may find it challenging to make it to all the meetings. Nevertheless, it is their duty to ensure that they allocate adequate time and attention to these matters.

Provision 4.5 states that the NC is to assess if a director is able to continue to adequately carry out his duties after taking into account his other directorships and other principal commitments.

Similarly, Practice Guidance 4 suggests that the Board and NC take into account the number of directorships and principal commitments of each director when assessing whether he is able to or has been adequately carrying out his duties. The Board and NC should establish guidelines on what should be a reasonable and maximum number of directorships and principal commitments for each director (or type of director).

B. Practice Guidance

• Practice Guidance 1: Board Roles and Director Duties.
• Practice Guidance 4: Board Membership

C. Related Rules and Regulations

• Section 387A(1) of the Companies Act: Electronic Transmission of Notices of Meetings.
• Section 387C(1) of the Companies Act: Electronic Transmission in Accordance with Constitution, etc.

D. CG Guides

• NC Guide 1.3: Terms of Reference [NC Composition].
• NC Guide 2.2: NC Calendar [NC Agenda].
• NC Guide 2.3: Meeting Agenda [NC Agenda].
• NC Guide 2.4: Conduct of Meeting [NC Agenda].
• NC Guide Appendix 2C: Sample NC Calendar [NC Agenda].
• RC Guide 1.3: Terms of Reference [RC Composition].
• RC Guide 2.2: RC Calendar [RC Agenda].
• RC Guide 2.3: Meeting Agenda [RC Agenda].
• RC Guide 2.4: Conduct of Meeting [RC Agenda].
• RC Guide Appendix 2C: Sample RC Calendar [RC Agenda].
• AC Guide 1.3: Terms of Reference [AC Composition].
• AC Guide 2.2: AC Calendar [AC Agenda].
• AC Guide 2.3: Meeting Agenda [AC Agenda].
• AC Guide 2.4: Conduct of Meeting [AC Agenda].
• Board Guide 2.3: Terms of Reference [Board Composition].
• Board Guide 3.2: Board Calendar [Board Agenda].
• Board Guide 3.3: Meeting Agenda [Board Agenda].
• Board Guide 3.5: Conduct of Board Meetings [Board Agenda].
• BRC Guide 1.5: Terms of Reference [BRC Composition].
• BRC Guide 2.2: BRC Calendar [BRC Agenda].
• BRC Guide 2.3: Meeting Agenda [BRC Agenda].
• BRC Guide 2.4: Conduct of Meeting [BRC Agenda].

E. Related Articles

• “Your first Board meeting” by Michael Gray. (48KB)
• “Strategy: more than a Board game” by Wilson Chew. (290KB)
• “The virtual Boardroom – making it a reality” by Greg Unsworth and Adrian Seto. (114KB)
• “Multiple directorships: How many is enough?” by Eugene Kang. (463KB)