Tips on Organising a Successful Board Meeting

Meetings are a dime-a-dozen in the business world, but some meetings hold a little more sway over the general proceedings than others. One such meeting is the much-anticipated board meeting, which can turn tides and direct action from what the entire company deems to be strategic priorities.

But what exactly is a board meeting, and how or when does it even occur? We'll explore these questions and more in this article, including tips for company secretaries on organising board meetings.

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What is a Board Meeting?

A board meeting is where the "board of directors" gather to make important decisions for a company. They discuss ways to improve company performance and what actions to take in case of a problem.

Usually, the meetings are conducted formally, with proper decorum and meeting minutes taken, ensuring quorum is met. The directors will start by discussing key initiatives and concerns addressed by the board at large. The meetings may also include additional vital stakeholders such as investors and various company executives presenting any critical progress and problems.

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Key Personnel Involved in a Board Meeting

As we mentioned, several individuals can be present in a board meeting. Generally, you will want all your board directors in the meeting, especially the board chairman, to facilitate the discussions. Additionally, the company corporate secretary must attend any key discussion meeting minutes and timekeeping.

According to the company's constitution, the board meeting should conduct as stated. Most companies follow a standard version of the constitution which includes rules like:

• Notice of the upcoming meetings to directors
• The quorum of the board meeting (e.g., the minimum number of directors required to be present at the meeting)
• Directors' resolutions and voting method
• The chairperson's appointment for the board meeting
• The process of recording or keeping minutes of the board meeting

Company directors should remember that they are subject to their company's constitution, which varies from company to company. This includes companies that have adopted the Model Constitution with modifications.

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→ Get help from the experts on organising your first meeting

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Model Constitution

Board meetings must be conducted per paragraphs 83 to 94 of the Model Constitution if your firm has registered its usage with the Accounting and Corporate Regulatory Authority (ACRA) without making any changes to it.

The Model Constitution specifies the following guidelines for board meetings:

• Any director may ask the company secretary to call the board of directors to a meeting.
• Unless a different number is voted upon, a quorum of 2 directors is required.
• If a quorum is not present, the director(s) may only take action to appoint more directors or call a general shareholders' meeting. (All other actions by the director(s) shall be deemed void and of no further force or effect.)
• Directors may select a chairperson for their meetings and specify the length of time the chairperson will serve.
• A director may not cast a vote in favor of any transaction or proposed transaction that is the subject of discussion at a board meeting if they have a stake in that transaction (explained below)
• If there is disagreement during a meeting, the majority of the directors will vote to determine the company's course of action.
• The meeting's chairman will cast the deciding vote if both sides have an equal number of votes.
• If there is only one director, he may pass a resolution by writing or typing it down and signing the record.

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What Are Board Resolutions?

When the board of directors needs to formalise a decision, they vote on a proposal in what's known as a Board Resolution. If the majority of directors approve the resolution, it becomes an official document recording the board's decision. In the event of a tie, the Chairperson casts the deciding vote.

According to the Singapore Companies Act, directors are responsible for managing all company affairs and making major decisions under their guidance and supervision. However, the Act doesn't specify which management actions require board resolutions. This is determined by the company's Constitution, a legal document outlining the rights and responsibilities of directors, shareholders, and the company secretary.

Companies have different voting thresholds for passing board resolutions, with some requiring over 70% support for high-priority matters. We have previously covered this topic to help you understand the types of company resolutions that fit your company's needs.

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Key Discussions Of A Board Meeting

Effective board meetings follow a structured approach, with discussions centered around four core topics. These topics are crucial for informed decision-making and ongoing board support as the organisation grows.

• Overview of Company Performance
  ‍They will review the company's financial statements and performance, and discuss any major business decisions or actions taken since the last meeting. Highlight achievements and identify potential risks that the company might face.
• Thinking Ahead
  ‍This is the time to consider any roadblocks and develop ideas for overcoming them. The board should also review any proposed changes to the company's Constitution or Articles of Association and discuss any upcoming events or initiatives the company will undertake.
• Measuring Goals
  ‍The board should discuss the company's KPIs and how they align with the company's strategic goals. Concrete metrics such as client or donor retention, staff turnover rate, and acquired revenue should be reviewed to help measure the success of the strategies.
• Reviewing and Passing Resolutions
  ‍As mentioned previously, the board will need to reach a consensus on important decisions, such as appointing new directors or officers and implementing initiatives that are in the best interest of the company.

All in all, focusing on these core topics will keeps meetings on track and effectively addresses key areas of discussion.

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Corporate Secretary Responsibilities

The corporate secretary is a vital part of every board meeting as they essentially function as the backbone for the administrative functions of the session. Being a corporate secretary in Singapore would require training to be qualified as a lawyer, accountant, or a member Singapore Association of the Institute of Chartered Secretaries and Administrators ("SAICSA").

They are then responsible for the company’s registers, minutes and filings to remain compliant to Accounting and Corporate Regulatory Authority (ACRA). Some of their responsibilities in detail includes:

• Board meetings
• General meetings
• Share registrations
• Annual returns
• ACRA compliance
• Share & Capital Issues
• And many others

→ Discover their roles and responsibilities

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Top Tips on Running A Successful Board Meeting

1. Set the Purpose Early

It's important to have a clear goal for the board meeting as this will likely take an hour or more of time from directors who probably have other pressing responsibilities. Preparing a clear agenda ensures that the meeting stays focused on specific topics without any confusion.

Doing this as early as you can help directors better understand the company's situation and determine who will need to be present for the session.

2. Maintain Agenda Flow and Session Rules

During a board meeting, it's important to avoid any confusion. That's why the company secretary should stick to the predetermined agenda and session rules on decision-making. This helps to keep everyone on track and ensures that the meeting runs smoothly.

Besides, everyone can easily adhere to the agenda during meetings by following proper procedures such as calling the meeting to order, calling for motions on specific actions, and voting on items as they arise.

3. Have Time for Socialising

Finally, let's talk about a more informal aspect that can facilitate the flow of conversation: socialising. Although not mandatory for official meeting minutes, scheduling breaks during board meetings allows attendees to catch their breath and assess their current positions. In formal business settings, it can be easy to forget the other person in front of you. Taking a step back to catch up can help build camaraderie between decision-makers in the room.

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Sprout With Us

Board meetings are just a small part of the equation that you have to cover. In reality, a company secretary has many other responsibilities to take on, such as passing directors' resolutions, issuing shares, and many others to fully comply with ACRA's regulations. Let Sprout Asia’s professional corporate secretary team help you take on these responsibilities.

Contact us now to get a complimentary one-on-one consultation today!

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