SITUATIONS UNDER WHICH BOARD MEMBERS MAY NOT ATTEND A BOARD MEETING

1- The board member;

a- Cannot attend the meeting if he has a personal gain or conflict of interest with the meeting subject matter.

b- Cannot attend if the members’ relatives have personal gains or conflict of interest with the meeting subject matter.

c- When gains or advantages concern the company, this does not fall under personal gains or conflicts of interest and is not an issue. To be considered a personal gain or conflict of interest gains outside the company must be involved.

The board member may attend the meeting when the business concerns the position of him or his relatives within the company, i.e hiring, promoting, terminating etc. the member in question or his relatives.

d- If the meeting concerns a member’s partner, privately owned company of which he is a partner or former partner etc. due to principle of good will the member should not attend.

If there is any uncertainty about whether a member should attend a meeting, it is subject to a vote among the other board members involved and if one board member votes against the member in question’s attendance, that member must not attend and the decision is final and cannot be appealed.

For example, if company A wants to buy goods and is choosing between company B and C at a board meeting, any member of company A that is also a partner of company B or C cannot join the meeting.

2- The results of not obeying these regulations are;

a- Any member that attends a meeting despite conflict of interest is responsible for paying their company’s deficit.

b- Board members who are aware of another member’s conflict of interest but do not object to that member’s attendance are also responsible for paying the company’s deficit.

c- Board members who encourage the attendance of a member despite that member’s conflict of interest are also responsible for paying the company’s deficit.

All the people above must compensate for the company’s deficit. Not all members however, are held responsible.

The decision for who is held responsible is based on negligence. For example, if 9 board members are involved in the meeting and 5 members vote in favor of the attendance of a questionable member and 4 vote against it, only the 5 that voted for the members presence are responsible.

3- At the end of a board meeting all decisions must be recorded and made public to inform the general public and the company’s interested parties.