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Role of the company secretary before, during and after a board meeting -…
Role of the company secretary before, during and after a board meeting
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At the board meeting
For incorporation in the minutes, take a note of those directors present and report any apologies for absence. Any conflicts of interest should be noted. In practice, general interests are noted and updated annually and any changes or new interests in between these annual declarations noted at the next meeting
Ensure that a quorum is present. If any item in which a director has an interest is to be considered, ensure that there will still be an independent, disinterested quorum to deal with it.
Take notes during the course of the meeting on any action decided on by the board and its decisions reached, together with appropriate justification, if necesary. The minutes should not be a verbatim record of what is said, if they were, this could cause complications.
It is usual to note in the minutes the arrival of any director after the proceedings have started or the departure of a director before the meeting has ended
The chair may ask the CS to advise on any point of procedure regarding the conduct of the business of the meeting but it would be appropriate for the CS to intervene in the meeting only if the board was proposing to do something that was unlawful or contrary to the company's articles
If a manager is to be called in for discussion of a specific item, ensure that they are ready to be called when that item is reached on the agenda
If any confidential papers, flip charts or white boards are used during the meeting these should be collected and/or cleared by the CS before staff come in to clear the room
After the board meeting
If the company has made a decision with regard to payment of a dividend on the companys ordinary shares, yearly or half yearly accounts have been approved or a decision for the appointment or resignation of a director, an announcement should be released via an RIS.
The company's managers should be notified of any action which the board requires them to take eg by sending a memorandum or letter to the managers concerned
Make a note of any item that has been deferred for future consideration to ensure that it is not overlooked, it may be helpful to collate a single document listing actions and deferred items for ease of management
If the directors have asked for a report on a specific subject to be prepared for their next meeting, ensure that the manager responsible for preparing it is notified
Prepare the minutes of the meeting showing the names of the directors present, those whose apologies were noted, and the arrival and departure of any director who was not present at the beginning or end of the meeting
The procedure to be followed after preparation of the minutes will vary from company to company. However it is usual to send a copy of the draft minutes to every director present with a request that they return any comments by a given date following which the minutes can be prepared in their final form for distribution to all directors
If a director makes a comment about the wording of a particular minute, the alteration should be agreed with the chair, who will then mention the amendment at the subsequent board meeting before signing the minutes. Since the chair has agreed the amendment, it is unlikely that any director present at the subsequent board meeting will object to the alteration