When a company is incorporated, it is conferred an identity separate from its owners, making it a legal person. And like most legal persons, the company becomes entitled to several rights, such as the ability to sue or be sued in its name, make investments, and enter binding contracts.
This identity, however, comes with a set of responsibilities. These responsibilities vary depending on subsisting laws in the jurisdiction where the company is based. However, it is common practice for the law to require companies to hold business meetings and keep a record.
This article will look extensively at how to hold successful corporate meetings and write effective meeting minutes.
Corporate or company meetings are statutorily-required meetings held by incorporated organizations for their major stakeholders. These business meetings are often attended by the company’s officers, directors, and shareholders to discuss and transact the ordinary or special business of the company.
According to Law Insider, ordinary business refers to matters discussed and decided during the Annual General Meeting, which is held at least once yearly. They include topics such as the company’s financial statements, recruitment of auditors, the appointment of directors and company officers, and dividend declaration.
Special business, on the other hand, refers to any business other than ordinary business, including business transacted at an extraordinary general meeting.
Meetings are generally valuable in ensuring alignment within an organization, facilitating decision-making, and building relationships. However, corporate meetings perform other unique and complex functions, including:
Obtaining Shareholders’ consent
Shareholders are deemed as the owners of a company. And even though they are not a part of the day-to-day running of the company, their input and consent are critical for making important decisions and ratifying the actions of the company’s directors and officers.
Their consent is often obtained through a democratic process where they vote on decisions to be made.
Appointment of company’s leadership
The appointment and reappointment of essential members of a company’s leadership, such as directors and auditors, are done in corporate meetings.
The nominated directors and auditors will be presented to the shareholders for a final decision on their candidature. As is in major decisions, the stakeholders have a right to vote for their preferred candidates.
Accountability to shareholders
The company’s leadership is often required to give a report of the company’s finances, operations, and key developments during corporate meetings.
Beyond keeping stakeholders aware of the state of the company, the reports ensure that the company’s directors remain transparent and accountable.
Shareholders are also allowed to ask questions and seek clarification on the accounts presented or other issues relating to the company.
Review of the company’s operations and goals
Reviews are a major reason corporate meetings are so important. The company’s directors and shareholders can jointly evaluate the company’s trajectory based on its current and previous records, as well as trends in the market, to determine what the following and best line of action for the company is.
The corporate meeting also serves as a valuable opportunity to reiterate the company’s goals.
Corporate meetings allow companies to fulfill their legal and fiduciary responsibilities to shareholders and the state.
They ensure that companies act in good faith and perform their duties with respect to business activities.
There are several types of corporate meetings. However, for the sake of expediency, we will consider them under three broad headings based on who is required to form the quorum:
Board of Directors meetings
Board Committee meetings
Meetings in these categories can be identified by their defining characteristics, such as meeting frequency, business focus, and purpose.
A shareholders' meeting is a meeting organized by the shareholders of a company to approve or give their verdict on the board of directors’ actions and decisions.
These meetings also enable shareholders to deliberate on issues and stay in the loop on the state of the company and new developments.
Board of directors meetings or “board meetings” are expected to be attended by every director in the company. They sometimes also include the company’s CEO or members of its senior management.
Board meetings often include a presentation of reports on the company's affairs in the relevant period. They are usually a chance to review the company’s activities, progress, opportunities, and challenges.
These are also known as meetings of the Committees of Directors: A company’s board of directors may decide to create special committees from its members to carry out some of its responsibilities.
These committees are often charged with special duties such as finance evaluation, strategy planning, investigation, and discipline.
In addition to adhering to meeting best practices, corporate meetings have a set of conditions that must be fulfilled for calling, constituting, and running them. Therefore, to conduct a successful corporate meeting, the convener must take note of key directives in law, the articles of association of the company, and best meeting practices.
We have summarized them as follows.
The first step in setting clear goals is establishing the purpose of the meeting and determining what you want to achieve.
It is not unusual for meeting conveners to have several things they hope to achieve in a meeting. However, because the timeframe for holding the meeting is limited, it is advisable to focus on a few important and achievable goals.
If, however, you are unsure about what the goals for the meeting are or should be, you can start by learning about the general purpose of the meeting and what the law requires for it.
When setting your goals, ensure that they are clear and SMART, i.e., Specific, Measurable, Achievable, Relevant, and Time-Bound.
As stated earlier, the law and the company’s articles of association often stipulate conditions for the validity of corporate meetings. Therefore, to hold a successful meeting, you must ensure that all the conditions necessary for its validity are met by confirming what the law requires and complying with them.
When determining the conditions for properly convening the meeting, here are the key considerations:
The convening authority: They could be the chair of the board of directors, the board itself, or shareholders.
The notice period: Anywhere between 10 and 60 days, depending on the meeting type.
The quorum: It is formed by the people necessary to be at the meeting as required by law.
Lastly, the legal considerations on how to conduct the meeting usually revolve around what the law says about who should preside over the meeting, how deliberations are conducted, and how decisions are arrived at.
In addition to the conditions for valid corporate meetings, there are also various logistical, technical, and material considerations. These could include the meeting venue, conferencing software, necessary documents, attendees list, refreshments, activities, notices, internet connection, office supplies, and a projector.
To avoid preparing inadequately or forgetting what you need for the meeting, create a checklist to ensure that you have all your ducks in a row.
Preparing for a corporate meeting may also involve creating a theme, gathering marketing materials, and determining if there is a need for post-event follow-up resources or activities.
Having an agenda is non-negotiable. An agenda serves as a meeting guide that, when properly mapped, can keep the meeting organized and help you achieve meeting objectives within a limited time.
The agenda should contain the following details:
meeting location and date
name of the person presiding over the meeting
talking points and activities as items on the agenda
attendee responsible for each item
To make the process easier, you can take advantage of the Airgram meeting agenda tool that allows you to create the agenda, share it with other attendees directly, and collaborate on finalizing the agenda. This keeps all attendees informed of what to expect at the meeting and gives their input where necessary.
There are usually guidelines on when to send a meeting notice to attendees; it is vital to comply with them.
It is equally important to provide attendees with all the information and documents they need to be aware of in order to prepare adequately and participate in the meeting.
This should include the agenda, venue, details of attendees' responsibilities in the meeting, the required quorum, relevant documents and reports, rules on conduct, and any expectations you have of the attendees.
Sending the required information without advising the attendees to carefully study them and prepare ahead of the meeting is as good as simply dumping it on them. So, it is advisable to stress the need for careful preparation ahead of the meeting.
Even though corporate meetings are expected to be serious business, they do not have to be a boring monologue or only engaging for a few.
It is important for participants to feel included in the conversation and for the overall meeting to be engaging.
There is no single formula for achieving this. But there are a few things you can do as a convener, such as:
Using ice-breakers. Instead of jumping right into the business of the day, encourage attendees to engage in casual conversation to help everyone loosen up and become comfortable.
Ask and encourage questions. A good approach is to direct questions to attendees who are usually quiet. Ask for their thoughts and listen actively. Also, carve out time to allow attendees to ask questions and respond respectfully.
Making the discussion easy to follow. You can do this by summarizing your entire speech or address into a few main points before proceeding to talk about them in detail. This often requires some practice, so take the time to do that before the meeting.
Beyond these, you should always make attendees feel that they are vital to the conversation and success of the meeting; this is likely to make them feel more interested and better engaged.
Keep your meetings short, organized and to the point. I find that when we keep our meetings to 15 minutes or less, we are more productive, discussing the most important topics first.
-- Kristin Kimberly Marquet, Marquet Media, LLC
Your meeting does not have to be lengthy to be successful. On the contrary, you should always aspire to keep your sessions short and productive.
This requires sticking religiously to the agenda's timeframe set for each item and staying within the meeting duration. You should also avoid distractions and keep the meeting on course.
Deliberations, reports, and reviews are usually time sinks, but they are vital parts of corporate meetings. You can prevent them from running for too long by laying down rules for each attendee to speak and make their presentation.
Getting feedback on the meeting and what can be improved from the attendees will help you learn their expectations and opinions on the meeting and how you can improve it.
It is also a sure way to expose your blindspots because no matter how critically you think of the meeting and ways to improve it, you do not have the unique perspective of the attendees who are experiencing it differently from you.
Sending a feedback form immediately or within 24 hours after the meeting will help ensure that you have accurate responses while the meeting is still fresh in their minds.
Take the responses seriously and be sure to apply the feedback in improving subsequent meetings. This might prove difficult, but it is important to make the necessary change to make your corporate meetings better.
Minutes are written records or official notes of what happened in a meeting. This often includes the issues discussed, individual contributions, deliberations, and resolutions.
Every business meeting should have detailed minutes taken. While this is often a statutory requirement for companies, it is also a good record-keeping practice for companies to keep track of their affairs, keep stakeholders who are absent informed and make referring to the meeting at a later time possible. Minutes also serve as evidence that a meeting was convened.
While the content of the minutes is often defined by the law and/or the company’s standard practice, the following are common and important details:
Title and type of the meeting
Date and location of the meeting
Meeting start and adjournment time
Name of the person chairing the meeting
Name of the person taking the minutes
The individuals who are present at the meeting
Attendees absent and the reason
Whether the previous minutes were accepted, rejected, or changed in any way
Statement on whether or not quorum was duly constituted
Statement on whether or not notice was properly given and attendees who waived notice
Significant changes to the business
Issues for discussion, deliberations, and decisions
Any voting actions and how each individual voted
Decisions that are made
Appointment of officers
Signature of the board chairperson and company secretary
It is important to note that this list is not exhaustive. Some items might also need to be revised depending on the nature of the company or meeting.
Writing the minutes of corporate meetings might seem technical, but it really isn’t. Once you know the fundamentals of good note-taking and have a grasp of what is legally required, you can create effective minutes.
Here are a few tips to guide you:
1. Know what the law and articles of association say: There are often legal directives on details to include in the minutes of corporate meetings. For example, in some jurisdictions, the meeting minutes must contain the signature of the chairperson and company secretary.
Knowing what the law and association’s articles say will help guide your writing.
2. Be concise and clear: When it comes to minutes, less is often more. You do not need to record everything that was said or record what every attendee says verbatim.
Simply make a note of the most important things that were said during the meeting and who said them. These should be summarized and presented as clearly as possible.
3. Focus: It might sometimes be difficult to keep your mind from drifting during meetings. But as the person in charge of writing the minutes, you must remain focused throughout the meeting to avoid losing important details.
Put your phone and anything that might distract you away, and pay careful attention to the discussion and activities during the meeting.
4. Use live transcription and/or live recording software: You have to account for your limitations as a human being. It is possible to miss, mishear, or misinterpret something an attendee says while you are focused on writing.
This is why you should use live-recording software to record the entire meeting so that you can play it back and make corrections to the minutes where necessary. Airgram is the perfect software for this because it records the meeting with transcription in real time, and even better, it is suitable for both online and in-person meetings.
It is important to stress that you must obtain permission from the attendees in the meeting before you proceed to live-record them.
5. Use initials and abbreviations: Part of writing efficiently is simplifying the process for yourself. You can do this easily by using initials for attendees’ names when they say something and abbreviations instead of writing words or terms out completely.
6. Seek clarification: It is okay to seek clarification and ask questions when there is something you are unsure of instead of recording the wrong thing.
7. Use a template: There are several good corporate meeting minutes templates you can choose from. Finding and using a good one will save you a lot of time and make writing minutes a lot easier.
There is no one-size-fits-all corporate meeting minutes template. The content of the template is often largely determined by the meeting type and the company.
However, the following templates as good guides on what a board of directors’ meeting and annual general meeting should look like:
BOARD OF DIRECTORS MEETING
This meeting was called to order by [Board Chair’s Name] on [Date] by [Time] at [Location]
The Secretary, [Secretary’s Name], conducted a roll call. Those in attendance and constituting a quorum are:
The following persons were absent:
[Name] [Reason for absence]
[Name][Reason for absence]
Approval of minutes
[Secretary’s Name] read the minutes from the last meeting and moved the motion for its approval. The minutes were approved.
Approval of the Agenda
[Attendee Name] moved to approve the meeting agenda. The agenda was approved.
Reports and Presentations
Details (Important details, attendees’ contribution, discussion, deliberation)
Resolution/Action Item (Board’s Decision)
Topics for Discussion
[New Developments #1]
[Other business item #1]
Meeting adjourned by [Board Chair/Presiding Director’s Name] at [time meeting ended]
Next Board Meeting to hold on [Date] by [Time] at [Location]
Submission and approval of minutes
Minutes submitted by: [Secretary’s Name]
Minutes approved by: [Board Chair/Presiding Director’s Name]
ANNUAL GENERAL MEETING
Presiding: [Board Chair/Meeting Facilitator’s Name]
This annual general meeting was called to order by [Board Chair/Meeting Facilitator’s Name] at [Location] on [Date] at [Time]
The following directors were present:
The following shareholders were present:
The Board Chair noted that a quorum of the directors and stakeholders have been duly constituted.
Election of Directors
An election was properly conducted to determine the new members of the Board of Directors, and the shareholders voted.
Resolution: The following persons, whose tenure shall subsist until the next annual general meeting, are elected as members of the Board of Directors:
Company’s Business (Issues for discussion)
Ratification and Approval of Board’s Actions
The Board Chair highlighted the following items, which include the contracts, purchases, compensations, appointments, and decisions of the Board of Directors and Company Officers from the last meeting to the present date.
[List of actions/documents attached]
The meeting was adjourned by [Board Chair/Meeting Facilitator’s Name] at [time meeting ended]
The following, being all the directors of this company, consent to all action taken at this meeting held on [Date] and waive any notice required for the meeting.
[Director #1] [Director #2] [Board Chair]
________ _________ _________
Ratification and Approval by Stakeholders
The following being all the shareholders of the corporation and being present at this meeting, unanimously ratify and approve all the actions taken by the board and hereby ratify all actions taken by the directors since the last meeting.
We also waive any notice required for said meeting.
[Shareholder #1] [Shareholder #2]
I certify that the foregoing is a true reflection of the events and decisions taken at the meeting.
The learning curve for conducting a successful corporate meeting and writing effective meetings is a bit steep, with both legal and practical considerations. The good news, however, is that using the tips in this article, practicing, and optimizing the process as you go will bring you the desired results in good time.
Tobi is a writer and communications consultant with five years of experience in creating content for corporate and non-profit organizations. She enjoys writing on best practices for business processes, technology, ESG, and climate change.