The board wants to a declare a dividend and claims that the one non-executive director does not want any part in financial decisions and therefore his signature on the resolution is not necessary.
Section 46 of the Companies Act however is very clear on the declaration of dividends and that the board (meaning each director) should sign the resolution. Further, the new Act does not distinguish between executive, non-executive or independent directors so they have their fiduciary duty to consider.
I was told that the following could be a solution:
1) The board passes a special resolution that the non-executive director will not be required to sign off on resolutions for dividends
2) The non-executive director still has to be informed of the resolution passed
3) The non-executive director can voice his disagreement with the resolution for the record and then be absolved from any liability in terms of the Act
Is that allowed?