Resolution of Board of Directors under the Law of Cambodia

Law on Commercial Enterprises 2005, Article 119, states that the board of directors manages business and affairs of the company. The board of directors conducts and resolves the company’s affairs by issuing its decision or resolution. The board of directors’ decisions may be made by a meeting or by correspondence in writing.

Resolution passed by meeting: The chairman of the board of directors has the right to call directors’ meeting. One-third of the total numbers of serving directors may call a directors’ meeting. Unless the articles or bylaws provide otherwise, the board meeting must be conducted within the Kingdom of Cambodia. The board of directors must be held at least once every three (3 ) months. The adoption of the board directors resolution must be decided based on the majority vote of the members or representatives that were presented in the meeting. (Article128)

Circular or written resolution: Unless otherwise provided in the articles, the directors may act by written communication among themselves. Each director receives the contents of the resolution that has been proposed for review and adoption, supporting background information, and a ballot for voting “yes” or “no” on the matter. If all directors vote to approve a matter, it is deemed approved by the board. All written responses become part of the records of the board. The secretary of the company must prepare a written report of the written communications and must distribute this report to the directors. (Article 130)

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