The Companies and Allied Matters Act 1990 allows Directors to regulate their meetings as they please, with a proviso that the first Board meeting must be held within six (6) months of the incorporation of a company. In addition, the Articles of Association and Board Charter may contain provisions regulating the convention of meetings (frequency, notice, quorum etc.) and will sometimes stipulate matters for Board consideration and approval. The respective Codes of Corporate Governance in Nigeria provide that Board meetings be held at least once a quarter.
Preparing for Meetings
Adequate preparation is key to holding a successful meeting.Directors and other attendees should be given adequate notice. The statutory requirement for Directors’ meetings is fourteen days’ notice. It is a good practice to schedule meeting dates for the year at the beginning of each year to allow Directors make adequate plans to attend. Where this is the case, reminders should be sent out at least two weeks before the scheduled dates.
The notice of the meeting should contain the agenda and specify the place, date and time of the meeting. Relevant information with respect to the agenda items, Management and Committee Reports and Minutes of previous meetings should be included in Board packs and circulated along with the notice.
The venue of the meeting should be comfortable and the meeting should be scheduled for a time most likely to provide optimal results. Minutes of meetings must be taken, not only because this is a statutory requirement, but because minutes serve as a reminder of what was discussed and allows for a follow up of pending issues.In addition, signed minutes can be tendered in Court as evidence that such a meeting was duly held.
The Chairman plays a key role in achieving an effective Board meeting. He should ensure a strict adherence to the agenda and effectively moderate discussions. Individually, directors have a responsibility to familiarize themselves with the agenda items by reviewing the contents of their Board Packs ahead of the meeting. They should endeavour to be punctual and where they are unable to attend, send prior notice and the reason for such absence to the Chairman and or the Company Secretary.
Directors have an obligation to attend meetings. Each director shall be individually responsible for the actions of the Board and absence from the Board’s deliberation (unless justified) shall not relieve a director of such responsibility.
Deliberations at Board meetings should be inclusive and not dominated by an individual or a “caucus”. Directors reach their decisions by resolutions and usually by consensus. However, were the matter is contentious and they are unable to reach a consensus, it should be put to vote with each director having one vote.
Preparations for Board meetings are moot if Directors do not have the right attitude. They should regard meetings as an opportunity to keep up to date with the operations of the Company and lend their expertise as necessaryin the performance of their statutory obligations.
Adeyemi is Managing Director of Deloitte Corporate Services Limited (email@example.com)