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Good Governance Guides
Good Governance Guide: No 3.4
Category: Meetings
Subject: Preparation for Board Meetings
Source: Chartered Secretaries Canada
Purpose
Board meetings are the main mechanism by which directors fulfill their duties
"Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation." [CBCA, S. 102 (1)]
Scheduling
- Draft the calendar of regular meetings for the next year as early as possible (see timelines document);
- Circulate to the Directors, resolve conflicts, issue as final schedule;
- Dates are primarily driven by availability of Quarterly financial statements; and
- Year-to-year consistency by day and week of month.
Logistics
- Ensure materials are prepared and sent in advance;
- Careful attention to logistics helps facilitate meeting participants attention to substance, and can mean the difference between an effective meeting and a disaster
- Regular venue - Corporate office boardroom
- Set-up, Audio-Visual technology
- Directors’ hotel and transportation arrangements, meals, receptions, etc.
- Out of town meetings - hotel or Corporate site
- Visit in advance
- Avoid surprises!
Pre-Meeting Planning
Board Meeting Checklist
Notice of Meeting
- Minimum notice of time and place governed by by-laws
- In practice, one month in advance as a reminder of calendar schedule
- Confirm attendance – reply requested
- Advise Chair
Draft Agenda (including forward agenda items
- Draft "point form" or "short form" agenda to CEO then Chairman one month in advance;
- Topics based on Mandate, routine items, special business and previous meeting follow-up requests;
- Management and presenters notified of agreed-upon topics, time and material required - three weeks before meeting;
- "Long form" agenda with resolutions prepared for meeting; and
- Final Agenda.
Preliminary Materials
- Draft management presentations and Board committee materials reviewed by CEO and Chair at least two weeks before meeting; and
- Board binders with all presentations, executive summaries and resolutions sent to directors one week before meeting.
Day Before the Meeting
Brief the Chair
Meeting Room logistics:
- Seating plans;
- Confirm tele / audio conference and visual equipment;
- Pen and paper;
- Extra copies of Briefing packages should be at hand;
- Process copies of any changed materials; and
- Confirm catering arrangements.
Day of the Meeting
Role of the Chair:
- Chief authority in the conduct and control of the meeting;
- Derives authority from common law;
- To ensure meeting is properly constituted with proper quorum;
- To maintain order and confine discussion to relevant topics;
- To decide points of order;
- To give all members reasonable and fair opportunities to speak;
- To give a second or casting vote;
- To phrase motions and amendments in proper form; and
- To adjourn or terminate the meeting.
Role of the Secretary
- Advise the Chair on proper procedure;
- Take attendance - ensure quorum;
- Be the ‘ears and eyes’ of the Chair;
- Record minutes of the meeting; and
- Have relevant corporate documents available (by-laws, minute books, charter documents, director lists, etc.).
Follow-Up
Review the minutes carefully:
- Requests from directors to review a matter at a future meeting should be recognized and brought forward;
- Management’s intention to bring a matter back to the Board at a later date (either for further review or approval);
- Ensure compliance with requests to have additional materials sent out to Directors;
- Review notes for other items not necessarily minuted;
- Ensure those responsible for the follow - up items are reminded to take action;
- Complete file - copies of documents and materials;
- Ensure Minutes are properly approved, signed and inserted in Minute Book.
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