RMC - Refusing to provide access to board/committee minutes

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    RMC - Refusing to provide access to board/committee minutes

    Hi,

    I am a member of an RMC and they are refusing to distribute minutes of past commitee meetings (attended by the RMC directors), as they probably know some of their decisions were very questionable.

    Can they do that? Am I not entitled to have access to all minutes?

    #2
    You should check the Articles of Association of the Company but there is no automatic right of access to directors' minutes. If necessary, members can amend the Articles to allow inspection and they can consider decisions at meetings of members and pass resolutions reversing the decisions.

    Comment


      #3
      Amending the articles requires a special resolution, which means that that there has to be extended notice of the meeting and the meeting notice must contain the exact wording of the resolution to make the change. There has to be a 75% majority vote.

      RMCs are just normal companies, from a legal point of view, and a lot of commercially sensitive information is covered in board meetings of most normal companies. Ordinary shareholders could work for competitors.

      Even RTMs have a right to redact information.

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        #4
        You have the right to inspect the register of members and minutes of general meetings, however these do not include board minutes.

        See s116 and s358 CA 2006.

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