Chapter 10: Board Meetings and Committees

Question 1

When should board meetings be held?

Answer 1

There is no strict rule (like with AGMs) but it makes sense to hold regular meetings to ensure that recurrent items can be covered.

Question 2

What notice is required for a board meeting?

Answer 2

“Reasonable notice”. There is no strict rule.

Question 3

What items will be on the agenda for the first board meeting of a company?

Answer 3

• certificate of incorporation
• appointment of first directors
• appointment of chairman
• appointment of the secretary
• appointment of solicitors
• appointment of brokers
• appointment of bankers
• appointment of auditors
• submission and adoption of a design for the common seal
• consideration for the raising of capital
• formal instructions to the secretary.
• etc.

Question 4

How can a directors limit their liability on a board decision?

Answer 4

By having their opposition to a resolution noted in the minutes.

Question 5

What is the purpose of minutes?

Answer 5

To evidence proceedings of a meeting

Question 6

What basic elements should minutes contain?

Answer 6

Company name
Meeting place
Meeting date
Name of those present
Apologies received
Approval of previous minutes
Accurate and unambiguous record of the proceedings, capturing key points of discussions and decisions
A numbering system for each point of business
Chairman's signature

Question 7

Why should board minutes be kept separate to to the company registers?

Answer 7

Because shareholders do not have the right to inspect minutes.

Question 8

What steps should the CoSec take before a board meeting?

Answer 8

• prepare notice
• send notice to directors and other invitees
• prepare the agenda and review with chairman
• circulate agenda and other papers
• check the boardroom is prepared
• check the quorum will be reached
• take spare copies of documents, and other documents such as CA2006, the articles etc

Question 9

What steps should the CoSec take at the board meeting?

Answer 9

• record names of directors and apologies
• complete directors attendance book (if applicable)
• check quorum is present and maintained
• take accurate notes
• record late arrivals and early departures
• advise on procedures and rules governing the meeting
• track progress against the agenda, and advise if any items have been overlooked
• arrange to have people brought into the meeting as needed
• clear away any papers aftewards

Question 10

What steps should the CoSec take after a board meeting?

Answer 10

• if listed, announce to the market via an RIS any decision to declare or recommend a dividend,issue shares or debentures, or any other disposable matter
• notify departments, branches and relevant personnel of decisions affecting them
• comply with any filing at CH
• make a note of any deferred item
• prepare minutes in draft
• circulate minutes for approval
• issue final minutes
• have chairman sign (at next meeting)
• file a copy of the meeting agenda and supporting papers
• enter minutes in the minute book

Question 11

What is the authority for the keeping of board minutes?

Answer 11

S 248 CA and Model Article 15 (18) - minute books must be kept for all meetings of the board