Decision Minutes are essential corporate governance documents used to record formal decisions made during company meetings in Hong Kong. They must comply with the Hong Kong Companies Ordinance (Cap. 622) and other relevant regulations. These minutes serve multiple purposes: they provide a legal record of corporate decisions, demonstrate compliance with statutory requirements, protect directors by documenting their decision-making process, and serve as reference documents for implementing resolutions. The minutes should be prepared promptly after meetings, signed by the chairperson, and stored securely as part of the company's official records. They may be inspected by auditors, regulators, or used in legal proceedings, making accuracy and completeness crucial.
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1. Meeting Details: Date, time, venue/mode (physical/virtual/hybrid) of the meeting
2. Attendance: List of directors/members present, absent with apologies, and others in attendance
3. Chairperson: Identity of the person chairing the meeting
4. Quorum: Confirmation that quorum requirements were met as per Articles of Association
5. Notice: Confirmation that proper notice was given or waived
6. Previous Minutes: Confirmation of approval of previous meeting minutes
7. Matters Arising: Discussion of any matters arising from previous minutes
8. Resolutions: Clear statement of all decisions made, numbered sequentially
9. Close: Time of meeting conclusion and signature of chairperson
1. Declarations of Interest: Required when directors need to declare any interests in matters being discussed
2. Background Discussion: Include when complex decisions require documented context and deliberation
3. Voting Results: Required when decisions are not unanimous and voting counts need to be recorded
4. Actions Arising: List of tasks delegated and responsible parties, useful for significant operational decisions
5. Next Meeting: Include when the next meeting date needs to be formally recorded
1. Financial Reports: Attach when financial statements or reports are being approved
2. Supporting Documents: Key documents referenced in decisions (e.g., contracts, valuations)
3. Presentation Materials: Any slides or materials presented during the meeting
4. Proxy Forms: If any directors/members participated by proxy
5. Written Resolutions: Any written resolutions passed between meetings and ratified
Relevant legal definitions
Clauses
Meeting Constitution
Quorum Confirmation
Notice Compliance
Previous Minutes Approval
Declarations of Interest
Financial Approvals
Corporate Actions
Board Appointments
Director Resignations
Share Issuance
Capital Changes
Contract Approvals
Banking Matters
Corporate Governance
Regulatory Compliance
Property Transactions
Business Strategy
Subsidiary Operations
Dividend Declarations
Delegation of Authority
Document Execution
Meeting Closure
Quorum Confirmation
Notice Compliance
Previous Minutes Approval
Declarations of Interest
Financial Approvals
Corporate Actions
Board Appointments
Director Resignations
Share Issuance
Capital Changes
Contract Approvals
Banking Matters
Corporate Governance
Regulatory Compliance
Property Transactions
Business Strategy
Subsidiary Operations
Dividend Declarations
Delegation of Authority
Document Execution
Meeting Closure
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Healthcare
Education
Professional Services
Construction
Transportation
Energy
Telecommunications
Non-profit Organizations
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Executive Office
Board Office
Risk Management
Internal Audit
Records Management
Relevant Roles
Company Secretary
Corporate Governance Officer
Board Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Secretary
Managing Director
Board Chairperson
Executive Director
Non-Executive Director
General Counsel
Governance Manager
Records Manager
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