A director's duty is to make an informed decision, and the paperwork exists to prove that you did. These five questions, put to the chair or the company secretary a week ahead, cover most of what a court would later ask about.
Do we have the authority?
Check the articles and the shareholder agreement for reserved matters. A decision the board was not entitled to make is the easiest one to challenge.
Who is conflicted?
Any director with an interest in the outcome declares it before the discussion, and the minutes record whether they voted. Silence here is what disputes are built on.
What are we relying on?
If the decision rests on a valuation, a forecast or a legal opinion, name it in the minutes and keep a copy. Reliance is a defence only if it was written down.
