How to Run a Board Meeting: Agenda Template + Best Practices

Running a board meeting in South Africa isn’t just about following formalities — it’s about fostering effective governance, making sound decisions, and keeping your organisation compliant with local regulations like the Companies Act and King IV. Whether you’re on the board of a non-profit, a small business, or a JSE-listed company, well-run meetings are essential.

Why Strong Board Meetings Matter in South Africa

Good governance is vital in a South African context. With increasing scrutiny on leadership accountability, transparency, and sustainability (especially under the King IV Report on Corporate Governance), your board meetings are more than just a legal formality — they’re where real governance happens.

Poorly run meetings can lead to:

• Delayed decisions

• Missed compliance deadlines (like those required by the Companies and Intellectual Property Commission - CIPC)

• Reduced trust among stakeholders

On the other hand, a well-structured board meeting leads to:

• Faster, clearer decision-making
• Better oversight of risks and finances
• Improved accountability among board members

When Are Board Meetings Required in South Africa?

According to the Companies Act 71 of 2008, and depending on your company type, there are minimum requirements for meetings:

• Public companies must convene at least one board meeting per quarter

• Private companies and NPCs (Non-Profit Companies) may set their own meeting cadence in the MOI (Memorandum of Incorporation)

However, for effective governance, most boards meet quarterly, with additional meetings as needed for urgent matters or strategy sessions.

Before the Meeting: Planning is Key

Planning your board meeting properly makes a massive difference. Here’s what to get right before the meeting:

1. Set the Date Early

Send out calendar invites at least 3-4 weeks in advance. Confirm availability with all board members, especially if you have remote directors in other provinces or abroad.

2. Prepare and Circulate the Agenda

Every meeting needs a clear agenda. This is your roadmap and ensures focus. In South Africa, it’s best practice to send out your agenda 7 days before the meeting, along with supporting documents like:

• Financial reports

• Minutes of the previous meeting

• Committee updates

• Compliance and risk reports

We'll provide a South African board meeting agenda template further down.

Tip: Include a "Declarations of Interest" section early in your agenda to ensure compliance with governance codes and disclosure rules.

3. Share the Board Pack

Use a secure board portal or PDF to distribute the board pack. Many SA organisations are switching to board management software (like BoardCloud or BoardPro) to manage this process efficiently and securely.

During the Meeting: Structure, Participation, and Compliance

Once your board is gathered (whether in-person or virtually), it’s time to run the meeting efficiently. Here’s how to make sure things stay on track.

1. Start with a Quorum Check

Under South African law and most MOIs (Memoranda of Incorporation), a quorum is the majority of directors. Make sure you have this before any decisions are made. If not, reschedule or delay official decisions until the quorum is met.

Best Practice: Record attendance and confirm quorum at the very start.

2. Follow the Agenda Closely

Stick to the agreed-upon agenda to avoid scope creep or wasting time. Here's a common South African board meeting agenda structure:

Typical Agenda Flow

1. Welcome and apologies

2. Declaration of interests

3. Approval of previous minutes

4. Matters arising

5. Chairperson’s report

6. CEO or MD’s operational update

7. Financial and compliance reports

8. Committee reports (audit, risk, remuneration)

9. Strategic discussions or decisions

10. New business

11. Confirm next meeting date

12. Adjournment

3. Facilitate Constructive Discussion

The chairperson plays a crucial role. In South Africa, board culture is often consensus-driven — but the chair must also ensure firm decisions are made when required.

• Keep discussions focused
• Encourage quieter members to contribute
• Watch for conflict of interest and recuse members if necessary
• Summarize discussions and call for resolutions when ready

4. Record Accurate Minutes

Minutes are a legal record. In South Africa, minutes must:

• Be kept in English (or another SA official language)

• Reflect decisions, resolutions, and action items

• Be approved at the next meeting

• Be signed by the chairperson of that meeting (or the next)

Consider storing minutes digitally in a secure, backed-up location. If audited, you'll need to produce these on request.

5. Make Clear Resolutions

Every resolution should be:

• Clearly worded

• Noted with names of those for, against, or abstaining

• Linked to a formal motion if needed

For example:

Resolution: “It is resolved that the organisation approve the 2025 operational budget as presented.”
Moved by: Mr. Dlamini
Seconded by: Ms. Govender
Approved: Unanimous

Pro Tip: South African non-profits (NPCs) should also ensure resolutions comply with the NPO Act and their Constitution or Trust Deed.

After the Meeting: Follow-Up and Continuous Improvement

A successful board meeting doesn’t end when the room clears or the Zoom call ends. The post-meeting phase is where accountability happens.

1. Finalize and Distribute the Minutes

Minutes should be drafted and circulated within 7 days of the meeting. They must include:

• A summary of discussions

• Key decisions made

• Who is responsible for which actions (with deadlines)

• Any conflicts of interest declared

Store them securely, preferably in cloud-based governance software that meets POPIA (Protection of Personal Information Act) requirements.

2. Assign Action Items

Every action point must have a clearly assigned owner. For example: