Directors’ Resolution in Writing (DRIW)

A Director’s Resolution in Writing (DRIW) is a written agreement composed by the directors of a company when a physical meeting cannot be convened. It’s a time-efficient solution for resolving urgent matters, given that every director cannot attend each meeting in person. This document, transcribable as a physical copy or digitally, records all decisions that do not necessitate shareholder participation unless otherwise stipulated in the company’s Memorandum and Articles of Association. The company secretary must preserve these in the company’s minute book.

When desiring a DRIW, the company dispatches the proposed resolution’s text to all members eligible to vote in the general meeting. The correspondence, which can be sent via email, post, or the company’s website, must clearly state the deadline for voting and the procedure to follow.

To approve a DRIW, directors can vote through various mechanisms, such as sending signed documents or acknowledging digitally. The resolution is successful if most directors support the proposition, subject to the company’s constitution. It’s essential to file all resolutions, including DRIWs, for at least a decade from their date of passage. This measure aids in auditing, as auditors may request these records alongside their respective dates during the financial year up to the auditing report’s date.