Glossary of Terms

Action Items

Action Items are specific, measurable, and time-bound tasks assigned to an individual or committee as a direct result of a discussion, decision, or vote made during a formal meeting (like a board or committee meeting). They are critical for ensuring accountability and translating discussions into tangible progress.

Agenda

The Agenda is the official roadmap for any formal corporate or board meeting. It is a critical governance tool that outlines the sequence of business, ensures compliance, drives efficiency, and allows directors to prepare for meaningful discussion and decision-making.

Articles of Incorporation / Certificate of Incorporation

The Articles of Incorporation (also often called the Certificate of Incorporation or Corporate Charter) is the foundational legal document filed with the relevant government authority (usually the Secretary of State) to officially create a corporation. It is the corporation's "birth certificate", establishing its legal existence as a separate entity from its owners.

Attendance

Attendance is one of the most fundamental and visible components of a director's commitment and a core measure of fiduciary duty. A director's consistent attendance at Board and committee meetings is essential for effective corporate governance and is closely monitored by regulators and shareholders.

Attendance Register

The Attendance Register is a formal document used to record the presence or absence of directors and other required attendees at corporate meetings, primarily those of the Board of Directors and its committees. It is a critical legal record that serves as evidence of a director's fulfillment of their duties.

Audit Committee

The Audit Committee is a standing committee of the Board of Directors responsible for overseeing the company's financial reporting process, internal controls, and relationships with both external and internal auditors. It is considered one of the most critical committees for corporate governance and shareholder protection.

Board Book

It is a comprehensive collection of documents, reports, and other materials that are distributed to a company's board of directors prior to a board meeting. The purpose of the board pack is to provide directors with all the necessary information to prepare for the meeting, understand the key issues, and make informed decisions.

Board Committees

Board Committees are smaller, permanent working groups of the Board of Directors that focus on specific, complex areas to enhance oversight, improve efficiency, and ensure regulatory compliance. They perform in-depth analysis and make recommendations to the full board, which retains final collective responsibility for all decisions.

Board Designation

Board Designation refers to the contractual right given to a specific shareholder, investor, or group (the "Designator") to name, nominate, or appoint an individual (the Designee or Designated Director) to a company's Board of Directors. This right is usually a key term negotiated in a financing or investment agreement, particularly in venture capital, private equity deals, or strategic minority investments.

Board Director

A board director is member of the board of directors of a company or organization. Executive directors are company employees and are commonly called the C-Suite and is made up of the CEO, CTO, CFO etc. Non-Executive directors don't work for the company and are expected to add independent views and expertise to the management team

Board of Directors

The Board of Directors is the governing body of a corporation, elected by the shareholders to oversee the corporation's management and act in the shareholders' best long-term interests. It sets the corporation's overall direction and ensures the company is managed legally and ethically.

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 organization is called a board meeting. Normally such meetings are scheduled at regular intervals for as long as a year ahead. Meetings are organized 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

The Board Packet (also called the Board Book) is the comprehensive collection of all materials and documents distributed to the Board of Directors in advance of a formal board meeting. It is the single, centralized source of information directors need to prepare for, participate in, and make informed decisions during the meeting.

Board Report

A Board Report is a formal document prepared for the Board of Directors and is one of the most critical elements of corporate communication. Its purpose is to inform the Board about the company's performance, key activities, financial health, and strategic progress, enabling them to fulfill their oversight and governance duties.

Bylaws

Bylaws are a set of rules and regulations adopted by a corporation or organization to govern its internal management and operation. Think of them as the company's detailed, internal "operating manual."

They work in conjunction with the Articles of Incorporation (or Certificate of Incorporation), which is the document filed with the state to formally create the entity. While the Articles establish the corporation's legal existence and basic structure, the Bylaws define how it will be run on a day-to-day basis.

Chairman of the Board

The Chairman of the Board (often referred to as the Chairperson or Board Chair) is the highest-ranking officer of the Board of Directors and is responsible for leading the board, ensuring its effectiveness, and overseeing corporate governance. They are the key link between the board (the oversight body) and the CEO/executive management (the operational body).

Chatham House Rule

The Chatham House Rule is a system for facilitating open and honest discussion in meetings, particularly when dealing with sensitive or controversial topics. It is a widely adopted rule of corporate governance, business, and international affairs.

Chief Executive Officer (CEO)

The Chief Executive Officer (CEO) is the highest-ranking executive in a company and is responsible for the overall operational success, strategic execution, and day-to-day management of the business. In short, the CEO runs the company, while the Board of Directors oversees the company.

Cookie

A cookie, or HTTP cookie, is a small text file that a website's server sends to a user's web browser. The browser stores this file on the user's device and sends it back to the server with every subsequent request. Cookies are essential because the HTTP protocol is "stateless", meaning a server cannot inherently remember a user from one page visit to the next. Cookies provide the necessary "memory" to make web browsing functional and personalized.

Compensation Committee

The Compensation Committee is a standing committee of the Board of Directors responsible for overseeing and approving the compensation structures for the company's senior executives, including the CEO, and for setting policies regarding employee benefit plans.

Consensus

Consensus is a decision-making process where a group reaches an agreement that all members can support or at least tolerate and live with, even if it is not their first preference. It is an agreement arrived at through a process of discussion and compromise, aiming for widespread acceptance rather than simply a bare majority vote.

Corporate Governance

Corporate governance establishes clear guidelines as to how a company is managed and controlled. It does this by outlining roles for decision-makers, promoting a culture of transparency and accountability and by encouraging ethical conduct and actions that align with stakeholder interests. Good corporate governance builds trust and reputation.

Corporate Secretary

The Corporate Secretary is a senior-level corporate officer responsible for the integrity of the governance framework and the efficient administration of the company's Board of Directors. Despite the name, the role is far from purely clerical; it is a critical position that acts as the chief liaison and advisor to the board on legal, ethical, and corporate governance matters.

C-Suite

The C-Suite refers to the collection of the most powerful and important executive roles in a corporation. These positions are named "C-Suite" because their titles typically start with the letter "C", standing for "Chief". Collectively, the C-Suite is responsible for making high-level strategic decisions, managing the company's operations, and ensuring the business achieves its goals. They report directly to the Board of Directors.

Decision Tracking

Decision Tracking is the systematic process of recording, monitoring, and reviewing the outcomes, rationales, and impact of key decisions made by a governing body, such as a corporate Board of Directors or an executive committee (C-Suite). It ensures that decisions are not only made but are also followed through, audited for effectiveness, and remain accessible for future reference.

DEI Committee

A Diversity, Equity, and Inclusion (DEI) Committee is a group within an organization that is responsible for championing, promoting, and guiding efforts to create a more inclusive, equitable, and diverse environment for all stakeholders, whether they are employees, members, or the community the organization serves.

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.

Electronic Signature

An Electronic Signature (e-signature) is any data in electronic form that is logically associated with other data in electronic form and which is used by the signatory to sign the latter data. Essentially, it is a legal concept that encompasses any method of signing a document electronically, often replacing the traditional pen-and-ink signature.

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.

Fiduciary Duty

Fiduciary Duty is the highest standard of care and loyalty owed by a director or officer (fiduciary) to the corporation and its shareholders (beneficiaries). It is a legal and ethical obligation requiring the fiduciary to act in the best interests of the company, placing the company's welfare above their own personal interests. In corporate law, fiduciary duty is primarily composed of two non-negotiable core principles: the Duty of Care and the Duty of Loyalty.

Finance Committee

In an organization, the Finance Committee is a specialized group that is tasked with overseeing the financial health and management of an organization. The Finance Committee is responsible for developing and reviewing the organization's budget and managing financial resources. This committee oversees the preparation and presentation of accurate and compliant financial reports.

iCal File

An iCal file (iCalendar file), is a standard file format used to store and exchange calendar information. It has the .ics file extension. An iCal file carries: - details about events, such as the title, description, location, start and end times. - iCal files are compatible with a wide range of calendar applications, including Google Calendar, Apple Calendar, Microsoft Outlook and more.

Independent Director

An Independent Director is a member of the Board of Directors who is free from any relationship with the company or its management that could interfere with the exercise of his or her independent judgment. The core purpose of the Independent Director is to provide objective oversight, protect the interests of all shareholders (especially non-controlling ones), and enhance the credibility of the company's governance.

Knowledge Panel

A knowledge panel is an information box that shows aggregated information about a subject or a committee. Board Cloud sports a Committee Knowledge Panel which concentrates all knowledge about a committee in one place for easy access by committee members. Key information available from the panel includes Committee Resources, All Meetings, Committee Designations & NED Terms.

Lead Independent Director (LID)

The Lead Independent Director (LID) is a crucial leadership role on a corporate board, particularly in companies where the roles of the Chairman of the Board and the Chief Executive Officer (CEO) are combined in one person. The LID is a non-executive director explicitly chosen by the independent directors to act as their principal representative and provide a powerful, independent voice for the board.

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 the official, written record of a formal meeting, such as those held by a corporate board of directors, a committee, or shareholders. They are a foundational document for corporate governance, serving as the company's legal memory and primary tool for accountability.

Minutes Builder

A Minutes Builder is a software tool or feature, typically integrated into a board portal or meeting management platform, designed to streamline and automate the process of creating, documenting, and managing formal meeting minutes, especially for corporate boards and committees. It helps ensure that minutes are accurate, complete, professionally formatted, and compliant with corporate governance requirements.

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 organizations, a motion needs to be seconded before it can be tabled. Motions are carried when approved by a simple majority.

Nepotism

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

Non-Executive Director

A Non-Executive Director (NED) is a board member who does not participate in the daily management of the company. A NED provides independent oversight, strategic guidance, and governance. They help ensure accountability, mitigate risks, and offer expertise without being involved in operational decisions.

Quorum

Quorum is the minimum number of voting members required to be present at a meeting in order for the proceedings and any decisions made to be valid and legally binding.

It is a fundamental concept in corporate governance and parliamentary procedure, designed to ensure that decisions are made with sufficient representation and legitimacy, preventing a small, unrepresentative minority from taking formal action.

Recordal

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.

SaaS

SaaS stands for Software as a Service. SaaS is software distribution model where applications are hosted in the cloud and are made available to customers over the internet. Instead of installing and maintaining software on your own computer or servers, you access it via the web, which allows for easier updates and maintenance. SaaS services like Board Cloud reduce the need for hardware, simplify software management and allows for easy scalability.

Secure File Sharing

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

Shareholder

A shareholder is a partial owner of a company. Technically, holding a single share in a company is all that is required to be shareholder. Shareholders have the right to vote on company decisions, receive dividends and to benefit from the company's growth.

Term Limits

A term limit refers to the maximum time period a board or committee member can serve in their position. Limits are usually set by the company's bylaws or MOI (memorandum of association) and are intended to encourage cycling of non-execs to bring fresh perspectives into the organization.

Vice Chair

A board member whose duty it is to stand-in for the chair when the chair unable to carry out her duties.

Virtual Meeting

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