Board meetings will be held at least four (4) times a year, and not more than 4 months shall elapse between the date of one meeting and the date of the next meeting.
A schedule of dates of the meetings will be agreed upon by the Board members and set out in the Board work plan. Notices of the location and the timing of meetings will be issued prior to the meetings.
The Board work plan may be adjusted if deemed necessary by the Board. The quorum for a Board meeting will be five members where the total Board membership is eight to nine and four where the total membership is seven and below.
The quorum for Board committee meetings will not be less than three (3) members. Board members are expected to attend Board meetings and meetings of the committees on which they serve.
The Chairperson, CEO or Committee Chairpersons may from time to time invite senior managers, other employees and advisors to attend Board or Committee meetings whenever deemed appropriate. The Board should set aside adequate time, annually, to discuss strategy and policy matters.
Notice and Agenda for Meetings
Notice and agenda of Board and committee meetings will issue from the Secretary as directed by the Chairperson of the Board or relevant committee.
Each Board member is free to suggest the inclusion of items on the agenda by providing notice to the Chairperson at least fourteen (14) days’ prior to the meeting, to enable preparation.
Additional agenda items may be included in the agenda during the meeting subject to approval by the Board or the committee.
Save for the additional agenda items, the agenda for the meetings will be aligned to the Board’s work plan which will establish a schedule of agenda subjects to be discussed during the year to the degree this can be foreseen.
Except for urgent cases, as determined by the Chairperson, detailed agenda accompanied by relevant supporting documents and recommendations will be provided to the Board members at least ten (10) days prior to a meeting. Board members should review these materials in advance of the meeting to enhance effectiveness.
Venue of Meetings
Board and committee meetings are generally held at the head office of the organization but may also take place elsewhere with relevant approvals. The time and venue of the meetings should be clearly communicated in the notice for the meeting.
In addition, meetings of the Board or committees may be held by video or conference call or by any other means of communication approved by the Board, provided that all members have been given prior notification and they can communicate with each other simultaneously.
Attendance of Meetings
The CEO shall attend all Board meetings and, if requested by the Board, other members of the senior management shall also attend a Board meeting in whole or in part.
A Board member who is unable to attend a meeting will explain their absence to the Chairperson and notify the Secretary for the purpose of recording the apology.
Procedure of Meetings
(a) Chairing of Meetings
Board meetings shall be chaired by the Chairperson of the Board or in the case of a committee meeting, the Chairperson of that committee. In the absence of the Chairperson, one of the Board members designated by the Board members present at the meeting, will chair.
(b) Constitution of the Meeting
The Board meeting will be constituted in accordance with constitutive documents of the organization and shall include a confirmation that there is quorum for the meeting to proceed and recording of attendance.
(c) Protocol of Board Meetings
The Chairperson, having ensured that the meeting is properly constituted, will also ensure that at an appropriate time during the meeting, the minutes of the previous meeting are confirmed and matters arising therefrom handled.
A special meeting of the Board or Board Committee will not discuss any matter other than that specified in the agenda.
The conduct of Board meetings may also be undertaken through tele/video conferencing, in the case where some of the participants will not be physically present. The following guiding principles shall apply:
1. The Secretary should ensure that the constitutive documents of the organization allow for tele /video conferencing;
2. The Secretary shall ensure that the necessary arrangements are in place to facilitate effective and secure communication during the meeting;
3. On sending out the notice of the meeting, the Secretary shall also confirm whether each Board member or participant will attend physically or through tele/video conferencing;
4. At the start of the scheduled meeting and for the purpose of confirming quorum, a record of attendance shall be taken during which each Board member or participant will clearly state, for the record, their full name, location, type of device being used and give confirmation that they can clearly hear the others;
5. All Board members or participants shall identify themselves for the record before speaking and must confirm that they can clearly hear and/or see each other in the course of the meeting;
6. If a statement of a Board member or participant in the meeting via tele/videoconferencing is interrupted or garbled, the Chairperson shall request for a repeat or reiteration;
7. The Chairperson should ensure that resolutions are clarified for record purposes, and 8. The Chairperson should ensure that the agenda is suitable for tele/video conferencing.
The Board members, with the guidance of the Chairperson, should work towards unanimous adoption of resolutions. However, Board members are entitled to voice dissenting opinions and have these recorded in the minutes when unanimity cannot be reached.
Resolutions of the Board will be made at Board meetings or approved in writing by circulation, provided that in respect to the latter the proposed resolution is submitted to all Board members and none of them objects to this form of adoption.
Approval of resolutions by circulation shall be effected in writing by all Board members. Objection to this method of adoption or to the proposed resolution should also be in writing.
(e) Resolutions and Minutes
Minutes must be drawn up for every Board and committee meeting with resolutions highlighted therein. The minutes should be circulated to the Board members as soon as possible after the meeting.
Upon confirmation, the minutes should be signed by the Chairperson and added to the records of the organization.
Substantial corrections to previous minutes will be recorded in the minutes of the meeting where the corrections are made and adopted by the Board members. Urgent resolutions may be drawn up and signed immediately in the relevant meeting.
(f) Implementation of Resolutions
Generally, the Board delegates to the CEO responsibility to implement the resolutions of the Board. The CEO may delegate some of these responsibilities to senior management. The Board is responsible for monitoring the implementation of the resolutions.
Management and Procedures
Good Board meeting management procedure should ensure the following:
Standing Orders and Regulations on Conduct of Board and Committee Meetings
It is expected that in addition to the Memorandum and Articles of Association, the Group shall develop standing orders or regulations to regulate the conduct of Board and committee meetings. These shall cover, inter alia, the following:
Chairperson of meetings: Role, Function, and Powers
The chairperson of a meeting shall have the following role, function and powers:
a) nomination of persons to preside if the chairperson or the vice-chairperson of the committee are not present;
b) acknowledgment of apologies, if any;
c) any business required by law to be done before any other business;
d) reading and confirmation of minutes of last meeting;
e) consideration of any matters expressly required by law to be done;
f) receiving communications, if any, from the Chairperson;
g) questions and any matters arising or deferred from previous minutes;
h) receiving and considering reports on minutes of Board committees;
i) receiving and considering reports from the Chief Executive Officer;
j) considering and authorising the sealing of documents where the authority of the Board is required;
k) considering any matters with financial implications and which require the express approval of the Board;
l) considering any motions placed before the Board in the order in which they are received;
m) any other business deemed relevant and appropriate to be considered at the meeting;
n) procedure on notice of motions and motions, which can be considered without notice;
o) procedure for confirmation of minutes, motion on and discussion of minutes;
p) rules of debate;
q) voting procedures;
r) power to resolve into committees of the Board;
s) confidential matters, declaration of interest and consequences thereof;
t) appointment of committees,’ powers and proceedings of committees;
u) quorum of Board and Board committees and consequences of lack of quorum;
v) discussion of issues that affect individuals, rules of natural justice and personal accusations; and
w) notice of meetings, agenda papers and information to the Board and the Shareholders, etc.
The preparation of the agenda for Board meetings is generally the responsibility of the Chairperson who shall consult the Board, the Chief Executive Officer and the Company Secretary.
It is however the duty of the Company Secretary to ensure that notice of the meeting, the agenda and adequate information on all relevant issues is provided to all Board members prior to the meeting.
Calendar of Board and Board Committee Meetings
It is expected that the Board and management would agree in advance and formulate a calendar of meetings highlighting critical issues that require the attention of the Board, the various committees, and others, taking into account the planning and budget cycle; the timing of Annual General Meetings, statutory returns, etc. as appropriate.
For example, a Board Calendar might include:
a) statements to the effect of:
“The Board of Directors shall meet quarterly in February, April, July and October. Meetings can be convened at any time as circumstances demand.”;
b) a detailed programme indicating key aspects to be considered by the Board and Board Committees.
It is expected that the Group will have a detailed Board Manual, which inducts and explains to each Director his collective and individual duties, obligations and responsibilities as a Director. The Manual would include, inter alia, the following:
a) contact details of all key institution personnel – Directors and Senior Management;
b) copies of the Group’s Memorandum and Articles of Association;
c) mission and vision statements of the Group;
d) the relevant Acts of Parliament;
e) organisational chart;
f) role, responsibilities, duties and obligations of the Directors;
g) role and responsibilities of the Chairperson and the Chief Executive Officer;
h) procedures for appointment of Directors;
i) Board Performance evaluation, procedures and conditions for re-appointment;
j) Board Committees and their terms of reference;
k) standing orders and regulations on Board and Committee meeting management;
l) copies of major policies of the Group, e.g., (personnel policy manual, financial and accounting policies or ethics and values of the Group);
m) latest audited accounts;
n) strategy documents and budgets; and
o) calendar of Board meetings.
In addition, and in particular, the Board Manual shall highlight in detail the statutory and implied duties of individual Directors as its fiduciary agents and trustees, drawing particular attention to:
a) duty of care and skill;
b) duty to attend Board meetings and devote sufficient time and attention to affairs of the Group;
c) duty not to exceed powers;
d) duty to act in good faith, honestly and reasonably in the best interest of the Group, having regard to the best interests of Shareholders and their responsibility to its wider Stakeholders and customers;
e) duty of confidentiality;
f) duty as agents not to make secret profits, misapply the Group’s assets and not to compete with the Group; and
g) duty to avoid commission of negligent acts.
In addition, the Board Manual shall indicate the liability of Directors in respect of:
a) ultra-vires acts of the Group;
b) business conducted with intent to defraud creditors; and
c) failure to govern and direct the affairs of the Group in compliance with the law.