Board Meeting Glossary of Terms

Board Meeting Terms and Phrases

The traditions and governance related to company boards and board meetings has its lexicon. We hope that our glossary of board related terms and acronyms will help newcomers with short, simple and understandable explanations.

If you have any questions or suggestions, please comment below and we will be glad to assist.

• Agenda

  The meeting agenda is an outline of the topics for discussion at an upcoming meeting of the board of directors or for any meeting.

  The agenda is shared with meeting attendees, ideally some time ahead of a planned meeting.

  This allows meeting members to have time to digest any supporting documents or to do research and thinking before the meeting.

  The meeting agenda can simply list topics for discussion in chronological order. More detailed agenda’s can include more details about the members selected to present
  a topic as well as time allocations for the item under discussion.

• Attendance

  The ability to track board member attendance and participation in meetings, helping to ensure accountability and transparency within the board.

  Attendance is often reported on in an Attendance Register.

• Attendance Register

  A board meeting attendance register is a formal record used to document the presence of attendees at a board meeting. It typically includes the names of all board
  members, executives, and any other invited participants.

• Board Meeting

  The regular gathering of the directors of an company or organization to discuss and decide on actions or strategies related to the running of the company
  or organisation is called a board meeting.

  Normally such meetings are scheduled at regular intervals for as long as a year ahead. Meetings are organised and prepared for by the company secretary,
  who is responsible for assembling a document outlining all matters to be discussed during the meeting.This document is called the board pack.

  Board meetings are commonly managed by the company chairman although sometimes the company CEO will undertake this task.

  The documentation and procedures relating to board meetings form part of the governance commitments of a corporation.

• Board Packet

  A board packet is a collection of documents and materials for the board of directors. Delivered prior to a board meeting, the packet includes an agenda, minutes
  from previous meetings, financial reports, strategic plans, proposals, and any other information necessary for the board to make informed decisions.
  The packet is intended to give board members time to review and prepare for discussions, ensuring effective and productive meetings. Board packets are often
  distributed electronically via board portals for ease of access and organization.

• Board Report

  The executive director board report is summary document that forms part of a typical board packet. The summary in a board report is to designed to quickly updated
  board members on the organization’s operational status, key developments and strategic priorities.

  The report provides the board with insights on how the organization is being managed day-to-day.

• Chairman (Chair)

  The Chair (also: chairperson or chairwoman) is the highest elected officer of the board or a committee.

  The Chair is often involved with agenda preparation and sign-off of the agenda contents.

  During meetings, The Chair works to ensure conversation is focused, balanced and shared equally among members.

• Chatham House Rule

  When dealing with complex problems a board may adopt the Chatham House Rule, in order to foster an environment of trust between the members.

  Its guiding spirit is to share information but don't reveal who said it.

  Origin: https://www.chathamhouse.org/

• Consensus

  In the context of board meetings, consensus refers to a general agreement among meeting members.

  Having a 'consensus' means that the majority (but not nesessairly all) of the participants support a decision or proposal.

  Unlike majority rule, consensus doesn't rely on voting but rather on finding common ground.

• C-Suite

  Is a shortening that refers collectively to the directors of a company. Most of whom have a title having a 'C' as their first letter. For example: CEO, CFO and CIO.

• Decision Tracking

  The feature in board systems that tracks and documents decisions made during meetings, providing a centralized repository for reviewing past decisions and their follow-ups.

• Document Annotation

  A feature in a board portal platform like BoardCloud that enables users to markup and add comments to documents (typically board packets) shared within the platform,
  facilitating collaboration and feedback.

• E-Signature Integration

  The capability of a board management system to integrate with electronic signature services, enabling board members to electronically sign and approve documents
  directly within the portal.

• Enterprise Risk Management Framework (ERM)

  An Enterprise Risk Management (ERM) framework is a comprehensive system that organizations use to manage all types of risks, including operational, financial, reputational, and strategic. ERM frameworks aim to embed risk management into the organization’s culture and decision-making processes, offering a proactive approach to risk rather than reactive responses.

• Fiduciary Duty

  The eithcal and legal responsibility of a board and its members to act in the best interests of the organisation it represents.

  Fiduciary duties cover: Duty of Care - to make informed decisions.
  Duty of Loyalty: Board members must prioritize the interests of the organization over their personal interests.
  Duty of Obedience: Board members must make sure that their organization complies with all applicable laws and regulations.

• Meeting Agenda Builder

  A tool within a board portal that allows administrators to create, customize, and distribute meeting agendas, including attaching relevant documents and setting timelines.

• Meeting Minutes

  Meeting minutes are a record of events, decisions and discussions that happened during a (board) meeting.

  Despite the obvious connection between the word 'minutes' and a recordal of the events of a meeting in minutes, the term does not derive from here.
  Rather, meeting minutes comes from the Latin for small notes, which is 'minuta scriptura'.

  Items Relating to Meeting Minutes

  Action Item

  An action is a specific task assigned to a member or a group of members of a meeting. Typically action items arise from matters discussed during a meeting
  and arise as a result of these discussions.

  An action item can be described as a entry describing Who is doing What by When.

• Motion

  A motion is a question/suggestion/proposal that is tabled for members of the board to discuss or debate. A motion can be voted on by a show of hands (verbal)
  or by written responses.

  In some organisations, a motion needs to be seconded before it can be tabled.

  Motions are carried when approved by a simple majority.

• Managing Director (MD)

  The Managing Director is a senior executive responsible for the overall management and operation of an organization. Typically equivalent to or just below the Chief Executive Officer (CEO) in the corporate hierarchy, the Managing Director ensures that the company achieves its strategic objectives, oversees daily operations, and implements decisions made by the board of directors.

• Nepotism

  Nepotism in business is bestowing favors on family or relatives for positions or other money-making opportunities, irrespective of qualifications or experience.

• Rercodal

  In law recordal refers to the process of recording events, conversations and decisions in order to make a permanent record.

• Resolution

  A resolution is a motion that has been carried (passed) by the board of directors of a company at a properly convened board meeting.

  A resolution is legally binding on the directors and is documented in the official meeting minutes.

• Secure File Sharing

  A secure, encrypted file-sharing functionality that ensures confidential board documents and sensitive information can be shared securely among board members.

• Virtual Meeting

  A board meeting conducted online through an electronic meeting platform, allowing board members to attend remotely via video conferencing.