Reading and approval of the minutes of the previous meeting

#Reading and approval of the minutes of the previous meeting full#

Some meetings are held behind closed doors and are subject to strict rules of confidentiality others are fully open to the public.Decisions may be made through a range of means, by formal voting or a more informal show of hands or verbal agreement.Meetings can be held in a boardroom, or in a more social setting such as a member's house or even a local restaurant.Others are far less formal вЂ“ usually it will depend on the make-up and function of the board, how it was set up and how it has evolved. Some are quite formal, adhering to strictly defined rules and ensuring all members are addressed by their correct titles ('President Smith,' 'Madam Chair,' and so on).

#Reading and approval of the minutes of the previous meeting full#

Retreats вЂ“ held away from the boardroom, often for a full day or weekend, and designed to allow board members to take part in deeper discussions about a particular issue or directions and future plans.ДЄs mentioned above, meetings can vary markedly from board to board.

Committee meetings вЂ“ held regularly or as the need arises to consider particular issues.

Extraordinary meetings вЂ“ held between general meetings when urgent decisions need to be made.

Annual General Meetings вЂ“ used to recap on the year's progress, chart a direction for the future and elect new members or office bearers.

This help sheet primarily discusses ordinary meetings, but other meetings include:

Members can get to know each other, professionally and personally.Д«oard members will be involved in a range of meetings during their term.

Regular updates about relevant issues are provided.

Ideas are shared and discussed and then discarded, improved or implemented.

Board members are regularly brought together to focus on their roles and responsibilities, identify problems and plan for the future.

However, meetings also serve a range of other important functions, providing a forum where: The primary reason for holding meetings is to allow the board to make decisions. Whatever their structure, the best meetings are those that flow logically, keep all members engaged and energised, elicit a range of useful ideas and information and leave members feeling they have made a valuable and valued contribution. They may be formal or informal, open or closed, short or long. For a more detailed consideration, the Australian Institute of Company Directors and the Governance Institute of Australia issued a joint statement on board minutes in August 2019.1В This collaborative statement aims to guide theВ current debate on this topic and outlines key principles, provides consideration on matters to be included in minutes and considers the approach to board papers and document retention policies.The structures and styles of meetings differ from board to board. This director tool offers general practical guidance on the purpose, form and function of board minutes. The James Hardie case was a stark reminder of the dangers of not keeping proper minutes of a directorsвЂ™ meeting (ASIC v MacDonald (No 11) (2009) NSWSC 287). Well-taken minutes record corporate decisions, highlight director dissent where appropriate, reduce misunderstandings as to the boardвЂ™s intent in a matter and show compliance with legal duties and responsibilities.

Minutes are increasingly being used in court to help prove or disprove that directors have fulfilled their fiduciary duties. As official company records of directorsвЂ™ meetings, courts place evidentiary weight on the contents of minutes.