The chairperson usually convenes the board of directors. In case the chairperson is prevented the meeting is convened by the deputy chairperson. Every member of the board of directors has the right and obligation to demand the chairperson to convene a meeting.
If the chairperson refuses or he/she is prevented to convene a meeting, it is possible that the managing director or if at least half of the board’s members that approve, a board member can also convene the meeting. The summons may be informal unless the articles of association contain a specific provision thereof. The summons period has not been regulated but it has to be of such a length that every member has a possibility to participate in the meeting. If no appropriate summon has been delivered, a minutes can be prepared [Minutes of the Meetings of the Board of Directors] if absent members also approve it by signing. Then it is possible to carry out the decisions.
Every board member has the right to participate in a meeting. Participation in a meeting is to be made in person. A member cannot, however, be compelled to participate in a meeting. Every member has also a right to speak in the meeting as well as a right to make proposals for resolutions and to vote in matters. A disqualified member may be prohibited from using these rights.
The managing director has a right to be present and the right to be heard. In certain cases the board of directors may, nevertheless, deny this right. The board may deny this right for example when handling a matter involving the managing director.
The auditor has the right to be present in matters pertaining to auditing.
The board meetings are in principle closed and, hence, other persons, for instance deputy members, may be present only with the board’s permission, see further [Board Governance in General]. The board of directors may use an outside secretary to keep the minutes of the meeting.