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Meeting materials / board papers - Coggle Diagram
Meeting materials / board papers
Directors
There are no statutory provisions relating to the manner in which boards must hold their meetings and it is up to each board to decide what is appropriate for itself both in terms of length of notice and frequency of meetings
Traded or larger companies and those with external directors will most have a schedule of agreed meetings dates arranged many months in advance
Smaller, usually private companies may only hold an annual directors meeting to approve formally the annual financial accounts together with any ad hoc meetings that might be required from time to time
Board papers
There is no formal requirement to circulate an agenda however this is very useful to provide structure to the meeting and provide an opportunity for directors to consider issues in advance
The agenda will most often be accompanied by additional supporting reports, research, third party advice etc
For long reports, it is helpful to ensure that these also contain a brief ideally one page summary
For meetings with a full agenda, it can also be helpful for the agenda to indicate if the matter for discussion requires a decision or is an update for information only
This assists the chair in ensuring that appropriate discussion time is allocated to each item on the agedna
The board papers should be issued sufficiently in advance of the meeting to allow the directors the opportunity to read and consider the information and seek additional clarification if required. For many companies sufficient notice is usually one wee
Board papers should be forwarded securely whether by recorded delivery, court or secure email
At the conclusion of the meeting itself the CS should ensure that any spare copies of the board papers, any notes, flip charts etc are removed from the meeting room and securely destroyed
A copy of the board papers should be retained either with the minutes or separately, this is particuarly important if there is a subsequent review of the decision to demonstrate the information that was available to the directors and the factors taken into consideration by by them when making their decision
Members
Communications with members are much more structured and there are many provisions in the Act and each company's Articles governing the notice period, content of notices, rights to speak, appointment of proxies and voting at members meetings
Companies by default will communicate with their members in hard copy with electronic communications only permitted if the members consent or are deemed to have consented. Even in circumstances where a rmember has consented to receiving communications electronically they are still entitlted to request a hard copy of any particular communication
Whether the communication is issued in hard copy or electronically or a mixture of the two, the same information must be provided to all members.
Companies need to ensure that their members address information is kept up to date so as to ensure as far as possible that members communications are sent to the correct address
The legality of a meeting where notice of a meeting is not sent with sufficient notice or sent to an address it knows or ought to knows wrong can be called into question
If the meeting has not been convened correctly due to improper notice, any resolutions approved bt the meeting may be declared void
Where the register has a joint shareholding the seniority of the member is determined by the order in which they appear on the share register. Notice is usually only sent to the holder who is named first on the register who is considered the senior of the holders
The company should keep all papers circulated with notices convening a members meeting with the minutes of the meeting or separately
Members access rights
Members have no statutory right to access historic copies of circulars, however they must be sent those documents in respect of any meetings they are entitled to attend