How to start a corporate board meeting?

The main task of the board of directors is strategic planning and control over the achievement of the set goals by the company’s specialists. So, how to start a corporate board meeting to achieve this goal?

The purpose of the board of directors

A productive board of directors is a prerequisite for successful corporate governance and stable business development of a company. As a result, the performance of the company depends on the content of the tasks that the board of directors sets before the management, on what questions it asks during meetings, and how carefully it checks the information.

The board of directors is the element of corporate governance on which the relationships between participants in corporate governance and key decisions largely depend. Activities in the field of business management are the prerogative of the executive bodies of the organization. Key issues in the field of corporate governance should be decided by the general meeting of shareholders. Carrying out the functions of corporate governance in the period between shareholders’ meetings, the board of directors simultaneously decides on business management issues.

Board of directors: how does it work?

The Board of Directors holds meetings as required, but at least once a quarter. The procedure for convening and holding meetings of the Board of Directors is governed by the Regulation On the Board of Directors of the company. The corporate secretary ensures that all directors receive timely brief but comprehensive information simultaneously with the notification of the meeting, but no later than 14 days for scheduled meetings and 7 days for unscheduled meetings. Such a package of documents includes an agenda proposed by the Chairman of the Board of Directors, draft proposed decisions, legal justification of agenda items, key performance indicators of the company, including relevant financial information prepared by management; and clear recommendations for action to be taken.

Board members should be able to properly prepare for meetings. The necessary materials should be sent to them along with the notice of the meeting. The person performing the functions of the General Director of the Company is obliged to provide assistance and provide all the information necessary for organizing a meeting of the Board of Directors.

How to start a board meeting?

Simultaneously with the notification of the board meeting, the members of the Board of Directors are sent materials on the items on the agenda of the meeting. Materials on the agenda items of the meeting include:

  • draft decisions of the Board of Directors on issues included in the agenda of the meeting;
  • explanatory notes to the draft decisions of the Board of Directors on the issues included in the agenda;
  • draft documents that are submitted for approval, agreement, or approval by the Board of Directors;
  • minutes of meetings and meetings of management bodies, decisions (recommendations) of other specially created bodies and commissions of the Company for preliminary consideration of issues (if any);
  • materials confirming the information outlined in the draft decisions and explanatory notes;
  • other information materials on the issues included in the agenda of the meeting of the Board of Directors.

The company’s board of directors keeps minutes of its meetings, in which the discussion of all issues is duly recorded. The minutes are signed by the Chairman of the Board of Directors and the corporate secretary and include the results of the voting. The company keeps the minutes with the speeches of all participants in the meeting, the wording of all important decisions of the Council, in particular, such as the approval of major transactions and related-party transactions.

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