“The Company Secretary of a Nasdaq-OMX listed company writes:
We are looking to improve governance within the Group, starting at Board level. Does anyone use a formal board protocol setting out in chapter and verse the Board’s method of operating, including timing of meetings, agenda items, paper circulation, minute preparation and review? Would anyone be prepared to share a precedent?”
On an annual basis the Board agrees a set of governance procedures. The code of conduct for the Board is shown below.
CODE OF CONDUCT FOR THE BOARD
Introduction
1 The Board of Directors has adopted this procedure for the conduct of its business, and will review it regularly. It supplements the arrangements and the rights of directors set out in the Articles of Association. It also takes full account of the ICSA’s “Good Boardroom Practice: a Code for Directors and Company Secretaries” and of the matters covered in that Code.
Principles
2 The Board has agreed the following principles:
a) the Board, its Committees, director performance evaluations and remuneration will be managed in a manner consistent with section A, B and C3 of the
Having worked for several companies as secretary each is different.
First establish the dates of the board meetings say 2 years ahead (particularly with NED’s). I am not sure if the following too basic
I asked this question. For the last five years the company concerned has not had a formal and qualified co sec. New directors now want overkill on the governance front so that they can then fall back to their happy medium. Formality was proposed, and welcomed with open arms. Thanks for inputs to date.
We don’t have such a document, never have and don’t really see the need for it.
Isn’t it a company secretary’s job (working with the chairman) just to make this stuff happen. Any competent board knows what an agenda looks like, and when the papers need to be circulated.
Of course, the board will agree a timetable of board and committee meetings for the year, and the rest kind of follows on from that.
No! We have individual parts which might make up the whole but nothing chapter and verse.
We have used a Combined Code checklist for a number of years, with details of meeting timing, agenda items, circulation etc entered at the relevant section to denote how we comply with the CC.
This is perhaps not quite a set of operating procedures but does neatly show how we comply with the combined code and give guidance on how routine matters are addressed.
Also excellent for briefing new Directors to the Board!