New Director

Deleted member 352996 · Jan 27, 2023

I am a newly appointed Director and I have asked to see some minutes from two previous board meetings. I have contacted the company secretary who tells me the other Directors have decided that I can only see minutes from meetings after my appointment.
I was under the impression that a Director can see minutes from any previous meeting. Any thoughts?

Daybooks · Jan 27, 2023

As a director you have fidicual duties and as such need to act accordingly. If you feel you need the previous minutes then you are entitled to them as a serving director. I would be extremely concerned at any attempt to withhold them and you should carefully consider your position.

karenw80 · Jan 28, 2023

I've been investigating this type of issue myself recently and found this:

"Statute and Common Law is pretty clear that directors have the right to access accounting information, but what about other company information? Here the law is less clear since much of the case law deals merely with access to accounting records, although some of the early cases such as Burn v London and South Wales Coal etc. did not make any distinction between accounting and other information when asserting the directors’ rights of access. However, in a recent case, Dilato Holdings Pty Ltd v Learning Possibilities and others [2015], which dealt with director’s undertakings, the judge considered that the principles of Conway and Sibbasbridge applied generally to all documents of the company and not just accounting records, with the proviso that the director may only use those documents for the purpose of performing his duties as a director.

Although it is never possible to predict with 100% accuracy how case-law will develop in future, it seems to be at least arguable that a Court will rule in future that a director’s right to access company information applies to all information of the company, and not just accounting records.

Link here:
What Rights Do Directors Have To Access Company Information?

Daybooks · Jan 28, 2023

There can be no debate. A director along with their fellow directors, if any, are in charge of the company. There is no hierarchy of directors therefore there can be no denial of access per se. Company documents are an extension of the accounting records as the decisions made by the directors, past and present, inexorably flow through (or otherwise) the bank today.

Bob Morgan · Jan 28, 2023

mbea said:
I am a newly appointed Director and I have asked to see some minutes from two previous board meetings. I have contacted the company secretary who tells me the other Directors have decided that I can only see minutes from meetings after my appointment.
I was under the impression that a Director can see minutes from any previous meeting. Any thoughts?

They probably do not want you to see the Minutes relating to your appointment as Director?

eteb3 · Jan 28, 2023

Bob Morgan said:
They probably do not want you to see the Minutes relating to your appointment as Director?

If so then OP can volunteer to have them keep those back from him if that eases their minds, while making clear that as a director he considers he has a right to see them.

I'm not sure how any director can perform their duties if they don't know the reasons for the decisions they are now expected to keep under constant review.

And in any case, it's the company through its fiduciaries (the directors) that would have to keep them from him, not his fellow directors personally: they may well be failing in their duty to the company if they keep information from the new director that the company would (if it could speak for itself) have allowed him to see. This seems to me an obviously unreasonable decision.

I'd be smelling a rat: is there something under the carpet that OP will cop it for when it crawls back out?

HFE Signs · Jan 30, 2023

Your question has been answered above, I'd be quite concerned about what and why they are trying to withhold information from you

fantheflames · Feb 1, 2023

HFE Signs said:
Your question has been answered above, I'd be quite concerned about what and why they are trying to withhold information from you

My thoughts exactly. Something doesn't seem quite right here.

DoolallyTap · Feb 13, 2023

Being a Director makes you potentially liable, other than puffing you up with Director written on your business card it means nothing. Make sure you have a Directors Agreement, and if you are employed, Contract of Employment. They want you to be a Director, but want to keep secrets, that does not sit right.
Do they want you to invest? make sure you get a Shareholders Agreement.
Have got easy access to the previous 3 years accounts? If not look them up on Companies House.

Mark T Jones · Feb 13, 2023

I'd go with most of the above

The 'legal stance' debate usually happens when normal communication has failed (or looks like failing)

The reality here appears to be that you are being saddled with the responsibilities (and potential liabilities) of being a director, whilst being deprived of the tools to do the job properly.

Big alarm bells ringing!

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