Understanding Directors’ Resolution in Writing (DRIW)

Directors’ Resolution in Writing (DRIW)A Directors’ Resolution in Writing (DRIW) is a formal written agreement signed by a company’s board of directors when a physical meeting cannot be convened. This method provides an efficient way to address urgent matters, allowing directors to pass resolutions without needing to meet in person.

 

Purpose and Usage

The DRIW enables directors to make decisions collectively without convening a board meeting. This is particularly useful for resolving time-sensitive issues. Resolutions passed via DRIW must comply with the company’s constitution and the Companies Act 2016 in Malaysia. Shareholder approval is not required unless the resolution concerns matters specified in the company’s constitution or statutory provisions.

 

Process of Drafting and Approving a DRIW

Step 1: Preparation

The proposed resolution is drafted and circulated among all eligible directors by the company secretary. The document must clearly outline the matter for resolution and include instructions on how to approve or reject the resolution.

Step 2: Distribution

The resolution can be sent to directors through email, courier, or other agreed communication methods.

Step 3: Approval

Directors may signify their approval by signing the resolution physically or electronically. Approval typically requires a majority of directors unless the company’s constitution specifies otherwise.

Step 4: Filing

Once approved, the signed DRIW is recorded in the company’s minute book and retained for a minimum of seven years as stipulated by the Companies Act 2016. This ensures compliance and facilitates auditing or legal inquiries.

 

Benefits of a DRIW

  • Efficiency: Saves time by avoiding the logistical challenges of convening a physical meeting.
  • Flexibility: Directors can review and approve resolutions at their convenience.
  • Accessibility: Ensures that decisions are documented and accessible for future reference.

 

Key Considerations

  • Adherence to the Constitution: Ensure the company’s constitution permits the use of DRIWs for specific decisions.
  • Record-Keeping: Maintain a secure record of all DRIWs for auditing and compliance purposes.
  • Technology: Leveraging digital signatures can streamline the process and ensure timely approvals.

 

Conclusion

A Directors’ Resolution in Writing (DRIW) is a practical tool for Malaysian companies to handle urgent or routine decisions efficiently. By adhering to legal and constitutional requirements, businesses can ensure that decisions made through DRIWs are valid, enforceable, and well-documented.