Act Companies (first Nepal Chartered Securities Bank & Nepal Rastra Industrial Labor Act, Insurance Social

amendment) Act, 2074 Accountants Act, Act Financial Bank (Second Enterprises Act, 2074 Act, 2079 Welfare Act,
2053 Institution Amendment) 2076 2049
Act, 2073 Act, 2073
Meeting of Board of Directors Council Nepal Board Of Board Of Industrial Investment Central Labor Board of Social
Securities Directors Directors Promotion Advisory Council Authority Welfare
Board (NIA) Council
(SEBON)
Section No. 97 & 98 10 6 5 to 7 17 105 16 8
7
Total members 3 to 11 for Public Co. & 17 7 21 28 20 21 5 18
1 to 11 for Private
To be called by The company secretary The Executive Director Chairperson Chairperson Governor Chairperson Chairperson Chairperson
or Chairperson of the
board or chief executive
of the company
Where & when On such date and at such On such date, at At any time As required As required As required Date, Time, On such date
time and place such time and at Place and at such time
as may be specified by such also specified and place
the chairperson. place as may be by as may be
specified by the the prescribed by
Chairperson the chairperson.
May be ≥ 25% of total directors 25% of total council At least 2 1/3rd of 3 Directors 1/4th of the total If request
requisitioned by of the company members members directors members. from at
least 3
Directors.

In such case the In such case the In such case the In such case, the Chairman/
Chairperson shall call chairperson shall direct Chairperson shall Chairperson shall senior most
the meeting of the the Executive Director to have to call a call a meeting member
board no later than 15 convene a meeting of meeting of the within 15 days convene a
days of the receipt of the Council within 15 Board within 7 from the date of meeting
such requisition & if the days of such application. days from the receipt of such within 7 days
meeting of the board of date of receipt of written request. of
directors is not called such a notice. Such Request
within that period, such
requisition
making directors
themselves may call the
Matters of the Provided in the articles
notice of board of association of the
meeting company.
Written notice or Every director at the The Secretary of To be preared and sent To be preared and (Send Agenda
e-notice with address supplied by the Board shall to all the sent to all the at
agenda to be sent him/her to the company. provide members at least members at least least 24 Hour
to the agenda to be twenty-four hours twenty-four hours Prior
 discussed at the prior to the board prior to the board to the Holding
meeting to the meeting by the meeting by the of
members, along member secretary. member secretary. the Meeting)
with the notice
for the meeting.
Frequency/ Private Company: as 6 times a year 1 time in every 12 times a 1 time in every 6 times a year . At Least 2 times a year
Number of mentioned in articles month i.e. 12 year month i.e. 12 once
meetings Public Company: at times a year times a year a Month
least 6 times in a year
Gap, if any Max 3 months Max 3 months Max 60 days Max 4 months Not Less than
between any 2 Once in Every
meetings Month
Meeting to be Chairperson Chairperson Chairperson Chairperson Governor Chairperson Chairperson Chairperson
chaired by
In case of absence The vice-chairperson and By a member By a director Secretary of In his absence, By Vice-
of chairperson: if both absent, a chosen by the selected by a ministry Senior most Chairperson and
meeting to be councilor selected by the members from majority of member of if both absent,
chaired by councilors amongst the directors Board. the person
from amongst themselves, in from selected from
themselves. the absence amongst among the
of the themselves. Members
Chairperson. themselves.
Quorum ≥ 51% of total number 50% councilors out of > 50% of total ≥ 51% of At least 3 Prescribed by Board > 50% of total More than 50 50% of total
of directors the total number members total number members (at least members % of members
of councilors of 1 Total
directors appointed by Members
GON) + Governer
Exception to Director who is not
quorum: not entitled to take part in
counted for any matter to be
quorum discussed in a meeting
of
the board of directors.
Adjournment due Another meeting may
to lack of quorum be called by giving a
notice of ≥ 3 days. Even
if such meeting is not
attended by the
directors required for
quorum, the
proceedings and
 decisions
conducted and made by
the attending

Decision: By Yes Yes Yes Yes Yes No: Decision by Yes Yes
Majority Consensus
Tie: Casting Yes Yes Yes Yes Yes In case, the Yes Yes
Vote by consensus is not
Chairman in reached, the
addition to a decision shall be
vote cast by him taken on the basis
as a director of the majority of
the members
representing the
government,
Minutes to be ≥ 51% of the total Present members Present Prepared by
signed by: directors present in the members Chairperson
meeting. &
Signed by All
the
members (incl.
Chairperson)
who
attended the
meeting.
Authentication of The Executive Director Secretary of the Decisions to be The member
decisions by board authenticated Secretary
by
Secretary
Director with Yes Yes
opposing or
differing opinion
may mention the
same in the
minute book .
No signature ≠ Yes
Invalid
Other provisions Except in the cases that The Council may, if it Board may frame The Board may, if it A Labor expert may Experts or
are so expressly deems so necessary, a separate Bye- deems necessary, be invited in the Officials in
prohibited by the invite any officer of Laws with regards invite any secretary of meeting of the Related field
memorandum of Government of Nepal, to procedures for Government of Nepal Council. may attend
association or articles of any national or foreign calling & or Provincial meeting as an
association, if all the expert, advisor or highly conducting Government, related observer.
members of the board of reputed person related meeting, voting to the field or any
directors or a sub- with the accountancy to and keeping officer employee or
committee of directors attend a meeting of the minutes & for any national or
so consent in writing in Council as an observer. other matters foreign expert or
regard to any act or consultant at any
resolution permitted to meeting of the Board
be done or adopted by to participate therein
the board of directors as an observer.
or such sub-committee,
such act