Companies Act 2014 section 157

Sections 158 to 165 to apply save where constitution provides otherwise

Section 157 establishes that the default rules for how directors conduct their proceedings (sections 158 to 165) can be overridden by a company's own constitution, while certain other provisions cannot be changed.

• Sections 158 to 165, which govern how directors conduct their business, apply as default rules unless the company's constitution states otherwise.
• Sections 166 (minutes of directors' proceedings) and 167 (audit committees) are mandatory and cannot be overridden by the company's constitution.
• These default provisions originally came from the Model Regulations (Table A) in the Schedules to the Companies Act 1963.
• Section 157 was included to improve readability by stating the opt-out principle once, rather than repeating it in each of the following sections.