- In my days of interrogating the purpose of certain activities in corporate governance, I have taken time to consider what are called the “standard” Meeting Agenda items.
I have often asked myself what the implications of not performing the actions required by those items would be.
Today I share my thoughts in that regard as follows:
Notice of Meeting
This is the genesis of a meeting and is important because it informs members who are expected to be present at the meeting of the date and time scheduled for the same. It is also an opportunity for members to indicate their availability for the meeting so that it can be determined whether the meeting will be quorate on that day or would have to be aborted.
2. Call to order
The time when a meeting is called to order indicates whether same was done at the time appointed for commencement of business or within the parameters permissible by the organization’s governance instruments. One of the risks this action is intended to avoid is collusion by a grouping among members to transact certain business to the exclusion of others, especially if they have an interest in the decision going a certain way, which would be difficult if the excluded members were present.
3. Quorum
The importance of a quorum being formed at a meeting is to ensure that the deliberations and decisions made by the gatherings are valid.
4.Apologies
Whereas a member who tenders apologies to a meeting is not not absolved from being collectively responsible for decisions made by a duly constituted meeting, it is a show of dedication to service of the member save for the predicament that prevents them from being present.
4. Adoption of the Agenda
The members of the meeting are required to approve the proposed Agenda generally by consensus. This is an opportunity for members to move motions to vary the agenda and express comfort or otherwise to deliberate the business being proposed.
5. Declaration of interest
This item has ethical implications as it relates to the members duty to avoid conflict of interest by declaring same to the meeting, thereby giving it an opportunity to consider the declaration and decide on how it will proceed in that regard. Proper action of this item is critical as it serves as protection of the declaring member as well as others from unethical conduct.
6. Opening remarks
This item is the opportunity for the leader of the meeting gathering to set the tone for the transaction of business and to provide assurance to the members to be free to participate and exercise candor and independent judgement during the meeting.
Considering the items of the Agenda in this way has helped me to appreciate the importance of the standard items which in my view are the backbone of the Agenda. I have come to the conclusion that they are not mere formalities but necessary to the integrity and validity of corporate meetings.
- Consideration of Minutes of previous meeting
This item seeks to confirm the record of proceedings of the previous meeting. I think that it is important to recognise that minutes of a meeting is an accountable document. Colleagues in the audit fraternity will attest to the fact that they require confirmed minutes of the meetings of governing bodies as they review the financial statements of the organization to be able to formulate their opinion on the said review. Further, being mindful that a corporate has perpetual succession, at any given time, the connection between the past and present must be achievable notwithstanding any changes in Management or the governing body. It is therefore imperative that minutes of meetings are confirmed in that regard.
8. Matters arising from previous minutes
This item is the opportunity for the governing body to receive an action taken report from Management on decisions and directives given by the governing body at the previous meeting. The importance of this item is that the governing body would be exercising its supervisory function over Management and provide guidance accordingly.
9. Any other business
This item has been the subject of interesting discourse, in my view.
My opinion is this is an opportunity for members to raise issues that are relevant but not necessarily regular to the Agenda.
There is a school of thought that sometimes it is used to discuss matters that should have ordinarily been substantive items with a formal submission and if practiced in that way, there is a probability that other members may not have an opportunity to properly address their minds to the issue and they could argue that they had been caught “off guard”.
Another school of thought is that this item should be structured. It should be preceded by a process whereby a member who wishes to discuss a matter as other business would submit his or her intention to the Secretariat with a brief on the said business for members to consider at the point of adoption of the Agenda. This way, members would have the lead time required for them to effectively contribute to the submission. I would be grateful to hear other perspectives on this one!
