Board meetings:

Company directors collectively form a board. A board meeting is, therefore, any official meeting of the directors of a limited company. There is no legal requirement to hold any board meetings in a private limited company, but it is common practice to hold such meetings at regular intervals if a company has more than one director. Furthermore, it is beneficial to hold a meeting of the directors within one month of company formation. This enables the directors to clarify the objectives of the new business and determine their individual duties and responsibilities.

Board meeting agenda:

Directors will usually convene at a board meeting to discuss business matters that need to be addressed. During the first board meeting, such matters may include:

• Appointing a chairman
• Confirmation of company formation details
• Consulting the articles of association
• Issuing share certificates to shareholders
• Determining the rights and powers of the directors
• Assigning various duties and responsibilities to directors
• Verifying the company’s accounting reference date(ARD)
• Confirming the statutory filing deadline for the first annual return and annual accounts
• HMRC registration for Corporation Tax, VAT and PAYE.
• Company insurance and licence requirements
• Appointing a company secretary
• Record-keeping and accounting requirements
• Appointing an accountant
• Opening a business bank account
• Raising capital
• Recruitment
• Marketing and advertising
• Suppliers and service providers
• Suggestions and recommendation for the business

Decision-making:

Directors normally have an equal say in matters pertaining to company business and policy. When a decision is put to a vote at a board meeting, each director is usually entitled to one vote, unless the articles states otherwise. When a consensus - a majority agreement for or against a proposed resolution - is obtained, a decision has been reached. If no consensus is reached, the chairman of the board is usually given a second or casting vote in order to reach a decision. Many companies adopt a manual outlining the rules and procedures of board meetings.

Calling a board meeting:

Board meetings can be called at any time by the chairman of the board or an individual director. Reasonable notice of the meeting must be provided to all directors, but there is no provision in the Companies Act regarding a minimum notice period for board meetings. This is one of the points that can be set out in the board meeting manual. One week is usually sufficient.

The notice should state the following details:

• Time, date and location of the meeting
• Purpose of the meeting
• Any proposed resolutions
• Schedule of proceedings

Minutes of board meetings:

It is a legal requirement that minutes be taken of all board meetings. This is usually the responsibility of the company secretary. Minutes are simply a record of the proceedings of the meeting, and they will usually include:

• Company name
• Names of those present
• Chairman of the meeting
• Apologies for any absences
• Time, date and location of meeting
• Details of proposed resolutions
• Result of any votes
• Objections raised
• Record of those for and against any proposed resolution
• Summary of other items of business discussed
• Chairman’s signature

Board meeting minutes are usually kept at the back of the company registers (a bound book or loose-leaf binder) at the company’s registered office or principal place of business, but they may also be kept in electronic form. They can be inspected at any time by directors and auditors; however, members, creditors and the general public are not permitted to inspect the minutes of directors’ meetings.