Understanding the Directors’ Resolution in Writing (DRIW)
A Directors’ Resolution in Writing, commonly referred to as a DRIW, is a document that formalises decisions made by company directors. This is particularly useful when gathering all directors for an in-person meeting isn’t possible.
The company secretary must ensure that the DRIW is filed in the company’s minute book, either in hard copy or electronic form. The DRIW offers a practical and efficient solution for addressing urgent matters when directors cannot meet face-to-face. Resolutions that do not require shareholders’ involvement can be executed via a DRIW unless the company’s Memorandum and Articles of Association dictate otherwise.
Initiating a Directors’ Resolution in Writing
The company initiates the process by sending the proposed resolution text to each voting member via email, traditional mail, or the company’s website. The communication should also outline the timeline for casting votes and explain the voting process.
Directors can vote through various methods, including sending signed hard copies, verifying via email, or acknowledging on the company’s website. A resolution is successfully passed if the majority of directors approve unless the company’s constitution states otherwise.
A company needs to document its passed resolutions, including DRIWs, and maintain records for ten years from the date the resolution was passed. In the event of an audit, the auditors will review the dates and records of all DRIWs passed during the company’s financial year up until the date of the auditor’s report.
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