Tips on Organising a Successful Board Meeting

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? These questions and more are what we will be tackling in this article, as well as how company secretaries based in Singapore can better organise these meetings for the board.

What is a Board Meeting?

In a very general sense, a board meeting is a meeting that will conduct with the board of directors of a specific private or public company in a formal setting, with proper decorum, quorum, and meeting minutes accounted for during each session. Usually, the company directors start by discussing key company projects and initiatives addressed by the board at large, including any significant concerns they want to bring forward. Board meetings may include additional vital stakeholders such as investors and various company executives presenting any critical progress and problems.

Key People 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.

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.

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

To find out more information for company secretaries based in Singapore, you can also look towards ARCA for additional guidelines on corporate disclosure and good governance practices.  

What To Consider Before Running A Successful Board Meeting  

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. To prepare the agenda and cover the exact talking items of the meeting, so will be no overarching view of what the meeting is attempting to tackle.  

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.  

Maintain Agenda Flow and Session Rules

Board meetings are strictly formal in practice as this is often subject to legal scrutiny when auditing any decisions made during a session. To better avoid confusion during a board meeting, the company secretary must adhere to the predetermined agenda and session rules on decision-making.  

You can better follow these agendas by following proper procedures in meetings, such as calling to order at meeting starts, calling for motions on specific actions, and voting on items as they come.

Have Time for Socialisation

Last on our list is an informal one that helps get the flow of conversation going: socialisation. While not required to be on the official meeting minutes timeframe, having some set time or breaks scheduled throughout the board meeting can help your directors, officers, and other attendees catch their breath and assess their positions currently. 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.  

Sprout With Us

Board meetings are just a small part of the equation that you have to cover. A company 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 book a complimentary consultation if you have further queries.