Editing Board of directors (section)

==== "Unfettered discretion" ====
Directors cannot, without the consent of the company, fetter their [[discretion]] in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings.{{efn|Although as Gower points out, as well understood as the rule is, there is a paucity of authority on the point. But see ''Clark v Workman'' [1920] 1 Ir R 107 and ''Dawson International plc v Coats Paton plc'' 1989 SLT 655.}} This is so even if there is no improper motive or purpose, and no personal advantage to the director.

This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the [[contract]] that the board previously approved).