Board Meetings

acsacsacs Registered Posts: 43 Regular contributor ⭐
Do company secretaries have any say on a board meeting with regards to voting ie:- access to banks for directors etc.

Director A - 50% shares - Acting managing director, currently looking after finances etc.

Director B - 50% shares - Silent Director

Could the secretary vote for Director B to resume day to day running of the business and refuse Director A any access to bank / making payments?

This may not be very clear, but is a big problem with a current client. Who have just had a big falling out!


  • Psyche
    Psyche Registered Posts: 187 Dedicated contributor 🦉
    Presumably the secretary is also a shareholder? Otherwise I don't see how the secretary could vote at all!
  • acsacsacs
    acsacsacs Registered Posts: 43 Regular contributor ⭐
    No the secretary has no shares what so ever.

    I was 99% sure that only shareholders can vote meaning that the secretary has no real say.

    But this is a really important situation so just wanted to get it totally correct.
  • wildgoose1uk
    wildgoose1uk Registered Posts: 200 Dedicated contributor 🦉
    The Company Secretary has no vote whatsoever but they do have quite a lot of power in an advisory capacity. Part of the role of the CS is to advise the directors on best practice in the boardroom, advising the directors when they are acting outwith the powers granted them in the mem & arts, advising what legal issues need to be covered legally (eg annual returns).

    The CS could make a recommendation for what you suggest above but would not be in a position to vote for it. If this has been sugested due to improper behaviour and it does not get properly resolved then if the CS is a member os a p[rofesional body then they may wish to consider their position ot ensure that they do not face the threat of being disciplined by their association.
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