A major duty of the Company Secretary is to prepare for and attend Board Meetings. To achieve a successful and productive meeting, adequate preparation is required. However, Company Secretaries do not always have the requisite support – particularly with respect to timely receipt of reports from functional heads and Executive Management.
The preparation required usually begins pursuant to directives from the Board of Directors, the Chairman or Managing Director, where a meeting was not scheduled at the last Board Meeting. Typically, the meeting is scheduled for a date convenient for a majority of directors (enough to form a quorum). Indeed, most Boards painstakingly choose dates convenient to all Directors. It is best practice to agree dates well ahead and have a schedule of all the Board meetings for a particular year. Where it becomes apparent that a quorum will not be formed, the Company Secretary should liaise with the Chairman or the Managing Director to reschedule the meeting to a more convenient date.
Nigerian company law provides that written notice of Board Meetings should be circulated to all Directors fourteen days to the meeting (unless the Articles provide otherwise). This notice should provide details of the venue, time and agenda items. All things being equal, the notice convening the meeting should be accompanied by Board Packs containing minutes of the previous meeting, Management and Committee Reports, proposals and all other documents which are to be discussed at the meeting. The SEC Code of Corporate Governance provides that Board papers should be made available to Non-Executive Directors at least one week ahead of Board or Committee meetings. In reality, this is rarely the case.
The Company Secretary should ensure that all persons whose attendance is required are duly invited. These would include functional heads, external auditors and consultants. It is not out of place to send meeting reminders to directors a day or two before the meeting.
It is the duty of the Company Secretary to arrange a conducive and easily assessable venue. Due regard most be had to the peculiarities of individual Directors (venues with unwieldy stairways, unevenly elevated floors should be avoided in deference to older Directors). Light refreshments (such as can be handled without too much fuss and interruptions) and lunch (depending on the length of the meeting) should be available.
The Company Secretary should ensure that cheques for Directors’ sitting allowance are on hand to be distributed immediately after the meeting. The practice of handing cash to Directors should be discouraged. A proactive Company Secretary should always have extra copies of the agenda, Board papers and stationery, in the event that any director arrives at the meeting without his pack.
The end of one meeting signals the preparation for the next. Minutes have to be developed and circulated ahead of the next meeting. To ensure the production of good quality minutes that accurately capture Board deliberations, it is important for the Company Secretary to have a good understanding of the reports presented. Grey areas should be discussed with the relevant parties. The time spent by the Board in reviewing minutes of a previous meeting is a measure of the Company Secretary’s competence. In between meetings, the Company Secretary should generate matters arising from the last meeting (usually for the attention of the Managing Director) and follow up on those items within his purview.