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 Designation

  In a corporate board meeting setting, designations of board members indicate their roles and responsibilities in the management and governance of the organization.

• 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 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/

• Cookie

  A browser cookie which is a small nugget of data written to your computer or mobile device when you browse a website.

  Cookies allow a website to know certain information about your computer or mobile device.

  For example: If you have visited the website before and if you have set a password for the website.

  Disabling cookies on your browser can make internet browsing a frustrating experience.

• 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.

• Company Secretary (CoSec)

  The Company Secretary (CoSec) plays a crucial role in board meetings, ensuring compliance, governance, and efficient administration.

  A crucial function is preparing for meetings, preparing agendas, compiling board packs, and ensuring all necessary documents are distributed.

  Also, minute taking by accurately recording meeting discussions, resolutions, and actions.

• 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.

• DEI Committee

  Diversity, Equity and Inclusion (DEI) are policies in place at organisations aimed at the promotion of equal opportunities for all people,cultures and religious beliefs.

  A DEI committee is tasked with ensuring the application of DEI policies within an organization.

• 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 is a digital representation of a person's handwritten signature.

  An e-signature is used to sign electronic documents and authenticate the identity of the signer and has the same standing as a handwritten signature.

  There are different types of e-signatures, ranging from simply typing a name to more secure digital signatures that use cryptographic techniques.

  Electronic signatures are widely used in business, legal, and personal transactions for their efficiency and security.

• 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

  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.

• 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.

• Knowledge Panel

  A knowledge panel is an information box that shows aggregated information about a subject or a committee.

  BoardCloud 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: Committtee Resources, All Meetings, Committee Designations & NED Terms.

• 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.

• MOI (Memorandum of Incorporation)

  A MOI is a crucial legal document that outlines the scope and governance framework of the company.

  The Memorandum of Incorporation is created in the beginning, when a company is incorporated and serves as its founding document.

  It defines the company's structure and the roles and responsibilities of its directors, shareholders, and other officers. It also sets out rules for decision-making and governance.

• 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.

• Nepotism

  Nepotism in business is bestowing favors 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.

• 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.

• 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.