Board Meeting Governance

Company Secretary Preparation

Preparations for board meetings begin long before the meetings are convened. In preparation, a number of processes need to initiated to ensure the gathering of board members at a specific time, with a clear purpose.

Preparations for meetings of the board by the company secretary should include the following:

• Setting the agenda
• Preparing the board pack
• Agreement on a meeting date
• Distribution of the agenda
• Sending calendar invites for the event to all board members

All the above activities are simplified and automated by BoardCloud; to find more information:

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Board Members Preparation

Members are required to prepare ahead of the board meetings, this is especially relevant for non-executive members who are not involved in the day to day running of operations.

Members attending board meetings need to be armed with a knowledge of the meeting agenda. Before joining, they should have spent time preparing for the meeting by reading any supporting documents and making notes where necessary.

Board Packs and Governance

Early distribution of board packets to members of the board promotes better board meeting governance by:

• Allowing board members time to review the proposed agenda and to read any supplementary documents related to agenda items
• Providing board members as secure environment to read and annotate meeting packs
• Providing a fall-back PDF for offline browsing of the agenda in cases where members lack internet access or have device difficulties
• Tracking board member interactions with the board packs allows for a statistical view of individual member preparation, thus improving visibility of unprepared members and overall compliance

BoardCloud empowers board members with frictionless and secure access to sensitive company documents. All released and historical board packs and minutes are available to board members from their BoardCloud app.

There are a few important governance touchpoints that come into effect during a board meeting:

• Attendance roster
• Keeping to time scheduled for each agenda item
• Tracking the outcome of motions and votes
• Recordal of documents for signature

Meeting virtually, makes the tracking of the above processes are more complex especially due to the lack of visibility when compared to face-to-face meetings.

Another issue is in-meeting discipline, which is best controlled by a strong chairperson who controls the meeting firmly and fairly, keeping to timelines to ensure the completion of all items on the agenda.

To assist the chairperson in directing and controlling board meetings, a code of conduct, signed by each board member, provides attending members with clear guidelines. You can use our Code of Conduct template as a starting point.

Once a board meeting is closed, the real work begins.

The fate of an organisation can often depend on resolutions passed during its board meetings. Thus, it becomes crucial to document the decisions and actions arising from board meetings to ensure that they are recorded as part of the organisation’s records and that they are carried out as envisaged by the board. Meeting minutes are designed to convey an accurate record of a board meeting.

Meeting Minutes

The minutes of a board meeting must provide a record of:

• Motions passed as resolutions
• Actions arising from the meeting
• Directors personal interests
• Dissenting views

From a company governance point of view, meeting minutes need to be sufficiently detailed so as to provide context to the discussions arising from the meeting agenda.

Compliance and Accountability

Our BoardCloud board management system adds a layer of accountability to the post-board meeting process, that spans all actions and responses related to the outcomes from a board meeting. This allows for a detailed audit of board processes and adherence to governance requirements.