Companies Act 2014 section 161

Supplemental provisions about meetings (including provision for acting by means of written resolutions)

Section 161 sets out supplemental rules for directors' meetings, including the use of written resolutions, remote participation, voting where directors have conflicts of interest, and the exercise of voting rights attached to shares held in other companies.

• Directors may pass valid resolutions by written resolution without holding a formal meeting, provided all eligible directors sign
• Where a minority of directors are prohibited from voting, the resolution remains valid if signed by those who would have been permitted to vote, with the names and reasons for non-signatories stated
• Directors' meetings may be held by telephone, video, or other electronic means, provided all participants can speak to and hear each other
• Directors may vote on matters in which they have a personal interest, and may exercise the company's voting rights in subsidiaries or investee companies even where this benefits them personally

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