Board Meeting Glossary of Terms

Agenda

Agenda is a list of the matters or items of business to be formally discussed or dealt with at a board meeting, committee meeting, or shareholders' meeting. In the corporate governance environment, the agenda is a critical tool that sets the framework for the meeting, ensuring that statutory duties and key strategic matters are addressed efficiently and in a structured manner.

Attendance

In the context of the Companies Act and good corporate governance, Attendance refers to the physical or electronic presence of directors or shareholders at a formal meeting (Board, Committee, or Shareholders' Meeting). Attendance is critical because it directly impacts the legitimacy and validity of the decisions made at that meeting.

Attendance Register

The Attendance Register is a formal, physical, or electronic document used to record the presence of all required participants at an official meeting of a company's governing bodies. It is an administrative tool that provides immediate and indisputable proof of attendance.

Board Committee

A Board Committee is a smaller, formal working group of a company's Board of Directors to which the full board delegates specific responsibilities and powers to assist in the efficient and effective discharge of its duties. These committees are necessary because the full board cannot dedicate the time and specialised expertise required for all governance functions. Committees research, deliberate, and make recommendations to the full board, which ultimately remains accountable for the committee's actions.

Board of Directors

The Board of Directors is the focal point and custodian of corporate governance within a company, entrusted with the ultimate responsibility for the performance, strategic direction, and ethical conduct of the organisation. It is the body that legally governs and directs the company's business and affairs, acting as a crucial link between the company's shareholders (owners) and its management (executives who run the day-to-day operations).

Board Meeting

A Board Meeting is a formal, scheduled gathering of the Board of Directors to fulfill their statutory duties of governing, directing, and overseeing the business and affairs of the company. It is the principal forum where the directors exercise their collective authority.

Board Pack

A Board Pack (also known as a Board Book or Board Report) is a comprehensive set of documents and reports prepared and distributed to the members of the Board of Directors and Board Committees in advance of a meeting. The primary purpose of the Board Pack is to provide directors with the necessary, high-quality, and timely information they need to effectively fulfill their fiduciary duties—particularly their duty of care, skill, and diligence—by enabling them to make informed decisions, exercise proper oversight, and constructively challenge management.

Board Report

A Board Report is the primary written document, typically forming the core of the Board Pack, prepared by management for the Board of Directors to facilitate informed decision-making and oversight. It provides detailed, high-level analysis of the company's performance, financial position, and strategic progress. The term Board Report is often used interchangeably with Board Pack or Board Book, but it specifically refers to the narrative and data-driven documents within that package.

Chairman of the Board

The Chairman of the Board (often referred to as the Chairperson or Chair) is the non-executive leader of the Board of Directors. This individual is responsible for the overall effective functioning and integrity of the Board and is the crucial link between the Board and the company’s management.

Companies Act 71 of 2008

The Companies Act 71 of 2008 is the primary legislation that governs the formation, governance, and dissolution of all companies in South Africa. Its purpose is to promote economic development and encourage efficiency by providing a predictable and effective environment for company regulation.

Company Secretary

The Company Secretary (CoSec) is a senior executive and an officer of the company who acts as the chief administrative and governance advisor to the Board of Directors. Their role has evolved from a purely administrative function to a critical, strategic one that ensures the company adheres to all legal and regulatory requirements. In South Africa, the Companies Act 71 of 2008 mandates that every Public Company and State-Owned Company must appoint a Company Secretary. For private companies, it is optional but highly recommended as a matter of good corporate governance (King IV).

Corporate Governance

Corporate Governance is the system of rules, practices, and processes by which a company is directed and controlled. It essentially involves a set of relationships between a company's management, its board of directors, its shareholders, and other stakeholders. It is the framework that ensures the company is managed ethically and responsibly to achieve its objectives, create sustainable value, and ensure accountability.

C-Suite

The C-Suite refers to the company's top-tier executive management whose titles begin with "Chief" (e.g., CEO, CFO, COO). They are responsible for the day-to-day running and strategic execution of the business, reporting directly to the Board of Directors. These executives are critical to implementing the strategic and ethical leadership principles and achieving the organisation's overall objectives.

Decision Tracking

Decision Tracking is the systematic process of recording, monitoring, and managing the implementation of all formal decisions and resolutions approved by the Board of Directors, Board Committees, or executive management. It ensures accountability by noting who is responsible for each action, the required timeline, and the current status (e.g., in progress, completed, or delayed). Its purpose is to guarantee that approved strategies and governance resolutions are actually executed and to provide an audit trail of completion.

Document Annotation

Document Annotation is the process of formally adding notes, comments, highlights, or markings directly onto a document, particularly within a Board Pack or report. It allows directors and executives to interact digitally with the material by recording questions, suggestions, or points for discussion before a meeting. This practice improves the efficiency and quality of deliberation by ensuring all feedback and prepared thoughts are ready for discussion.

E-Signature Integration

E-Signature Integration is the functionality that allows a company's internal software systems (like a document management platform or board portal) to seamlessly incorporate legally binding electronic signatures. This process enables directors and executives to digitally sign resolutions, contracts, and meeting minutes directly within the system, replacing the need for physical printing and signing, thereby speeding up the formal approval process and maintaining a complete digital audit trail.

Fiduciary Duties

Fiduciary Duties in South Africa are the highest legal and ethical responsibilities imposed on directors and trustees to act with utmost good faith, loyalty, and care solely in the best interests of the company (or entity) they serve. These duties, set out in common law and the Companies Act 71 of 2008, require the avoidance of conflicts of interest and the application of appropriate skill and diligence.

King IV Report

The King IV Report on Corporate Governance for South Africa, 2016 is a globally respected, voluntary set of principles and leading practices that serves as the benchmark for good governance across all South African organisations. Its primary focus is on promoting ethical and effective leadership by the governing body, employing an 'Apply and Explain' disclosure regime to ensure that governance is not merely a compliance exercise but a catalyst for sustainable performance and value creation for the organisation and its stakeholders.

Meeting Agenda Builder

A Meeting Agenda Builder is a dedicated software feature or tool that allows the Company Secretary or a Board administrator to quickly and logically structure the formal list of topics and supporting documentation for a Board, Committee, or shareholder meeting. It enables the sequential arrangement of discussion points, links them directly to the relevant Board Pack documents, and often incorporates pre-set, regulatory-compliant templates to streamline the preparation process.

Meeting Minutes

Meeting Minutes are the official, permanent, and legal record of the proceedings of a meeting, such as those of a Board of Directors or a Board Committee. They are not a verbatim transcript, but rather a concise and accurate summary of the key actions, decisions, and outcomes reached by the governing body.

Motion

A Motion is a formal proposal put forward by a participant (director or shareholder) during a meeting for discussion and subsequent adoption as a resolution. It represents a necessary step to bring a substantive matter—whether it involves approving minutes, ratifying a contract, or electing a director—to a formal vote, thereby leading to an official, binding decision by the governing body.

Nepotism

Nepotism is the practice by someone in a position of power or influence to favour relatives or friends, especially by giving them jobs, promotions, or contracts, regardless of their lack of merit or qualification. It constitutes a form of conflict of interest and undermines fair, merit-based processes within an organisation.

Non-Executive Director

A Non-Executive Director (NED) is a board member who does not participate in the daily management of the company. A NED provides independent oversight, strategic guidance, and governance. They help ensure accountability, mitigate risks, and offer expertise without being involved in operational decisions.

Quorum

Quorum is the minimum number of people legally required to be present at a formal meeting (such as a meeting of the Board of Directors, a Board Committee, or shareholders) in order for the proceedings to be valid and for any resolutions passed to be considered legally binding. If a meeting starts or attempts to transact business without a quorum, the meeting is deemed invalid or improperly constituted, and any decisions made are generally void.

Recordal

In legal terms, recordal is the act of formally recording discussions, decisions, and events.

Resolution

A Resolution is a formal, legally binding decision or agreement reached by the requisite majority vote of the Board of Directors, a Board Committee, or the shareholders during a properly convened meeting. It represents the official conclusion of a deliberation on a Motion and constitutes the legal authority for the company or management to take a specific action, such as approving financial statements or appointing a director.

Secure File Sharing

A feature that ensures confidential documents can be securely shared with board members using encryption.

Virtual Meeting

A board meeting held online, allowing members to attend via video conferencing platforms.