The Directors of a company are responsible for its day to day management. The directors are given that responsibility and power to make decisions of behalf of a company by its Articles of association, the Companies Act 2006 (CA 2006), common law and any relevant members’ resolutions. In turn, the directorsare limited by any restrictions in a company's articles, CA 2006 (in particular, directors' duties and any matters reserved for the approval of its members by CA 2006), common law and any relevant members’ resolutions.

Unlike those relating to decision-making by a company’s members (which is done through resolutions passed in writing or at a general meeting or an annual general meeting), there are no provisions in CA 2006 dealing with decision-making by a company’s directors. In particular, there are no provisions that deal with meetings by its board of directors (board meetings). The framework for decision-making by directors must be set out in a company’s articles.

A large company that has adopted a corporate governance code, such as the UK Corporate Governance Code (UKCG Code) of the Financial Reporting