Board meetings: guidelines for secretaries After the successful incorporation of a company, the law requires certain meetings to be held by the company as a going concern. Among such meetings are the Annual General Meetings (“AGM”) and the Board of Directors Meetings (“Board Meetings”).
Concerning the time interval for having an AGM, it should not be more than fifteen (“15”) months from when the last AGM was held. However, where a company holds the first annual general meeting within eighteen (18) months of incorporation, the company is not required to hold the annual general meeting in the year of incorporation or the following year.
Legally, Board Meetings should be held at least once every six months, but most companies prefer to have a quarterly Board Meeting. For this article, consideration shall be given to Board Meetings specifically the preparation stage, attendance and after the board meeting.
• Before the board meetings
Agenda for the Meetings
The agenda for the BOARD MEETING confirms the purpose of the meeting. It generally indicates the venue, time, attendees (board members and invitees) for the meeting. More importantly, it set outs the topics to be discussed during the BOARD MEETING.
Arrangement and Distribution of BOARD MEETING Packs
All BOARD MEETING packs (presentations) by the various departments are usually sent to all attendees before the meeting date. Depending on the size of the company, the presentations are usually from finance, business development, organization development, legal and compliance, operations and maintenance among other things. The essence of sending the BOARD MEETING packs before the meeting is to allow all members and attendees to have enough time to review the updates and have foreknowledge of all issues that may be discussed at the meeting.
Board Minutes of Previous Meeting
Minutes of the previous BOARD MEETING should be carefully reviewed to ensure that it captures all the issues discussed at the meeting. In modern times, most board members prefer the minutes of the meeting to be sent electronically before the meeting.
Before sending board minutes to the board of directors, it is always prudent to first share drafts with each department heads to review and amend with all the necessary changes. The departmental head review is always critical as they are in a better position to confirm the content and do an initial approval before the minutes are sent.
This is to enable the board members to review the minutes before the next Board Meeting. Almost all Board meetings have action items that are to be completed by various department heads before the next Board Meeting. The Secretary is to follow up with the department heads and ensure that all items have been completed.
The minutes must be sent electronically to all the board members before the day of the meeting.
During the conduct of the BOARD MEETINGEarly Arrangements Before the start of the meeting, all board packs (presentations), minutes of meetings, agenda and note pads must be properly arranged in order of the presentation on the desk of each board member. This is critical as it sets the stage for ensuring that every board member has the required documentation needed for the meeting Quorum Following the declaration of a quorum by the chairperson, the meeting will be deemed to start. The quorum of meetings is usually dependent on the regulations of the company and the number of board members required for the attendance of the meeting.
Generally, the quorum is necessary for the transaction of business of the directors and a committee of directors may be fixed by the directors, and unless so fixed shall be two, or, in the case of a one-person committee, one;
Review and Approval of Previous board meeting
The minutes of the previous Board Meeting are reviewed by all the board members before approval. The board chairman usually makes inquiries on the action items from the previous Board Meeting as to whether or not the same has been fulfilled.
The company secretary has to take notes on observations made during the review and make the necessary corrections.
Recording Proceedings of the Meeting
The best way to capture all the proceedings of the meeting is to get a recorder if allowed, which will capture all the presentations during the meeting. It is not necessary to transcribe all presentations as they are presented. To get a good minute from the presentations, it is always prudent to summarize most of the explanations given by the various department heads during the board presentation.
The secretary must concentrate more on the board resolutions concluded at each presentation and take note of such items. Further to this, action items required to be performed by the department heads for the next BOARD MEETING must also be recorded. This will serve as a guideline in the preparation of the minutes. Again, it is necessary to be more attentive to details as most of the things to be captured in the minutes will be said orally and will not be found on the presentation.
After the board meeting
The best time to complete all the minutes of the meeting is within the first week after the BOARD MEETING. This time is preferable as all the happenings at the BOARD MEETING will still be lingering in the mind of the secretary. In summary, the essence of BOARD MEETING helps the board to plan, track, measure and evaluate the progress of the company.
About Author: Onesimos Osei,
Onesimos Barimah Osei, a legal practitioner by profession but concentrates more on regulatory compliance and structured finance in the oil and gas sector in Ghana. He is currently the legal and compliance manager for an independent power producing company, Genser Energy Ghana Limited, and a consultant to Acheampong & Associates.