Komal Sahni (BSL, LLB)
Secretarial Standard- 1 on Meetings of the Board of Directors prescribes a set of principles for convening and conducting Meetings of the Board of Directors and matters related thereto. This Standard is applicable to the Meetings of Board of Directors of all companies incorporated under the Act except One Person Company (OPC) in which there is only one Director on its Board. The principles enunciated in this Standard for Meetings of the Board of Directors are also applicable to Meetings of Committee (s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations. Below mentioned is a summary of non exhaustive important points to be considered for complying with this Standard.
Important points to be considered for SS-1 Board Meetings:
1. Every Meeting shall have a serial number.
2. A meeting (including meeting adjourned for want of quorum) should not be convened on a National Holiday.
3. Proof of sending notice and its delivery shall be maintained by the Company.
4. Notice to specific the serial number, and the availability of Video Conferencing and the necessary information to avail such facility, and advance confirmation from the Directors regarding their participation through electronic mode
5. The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorized by the Board, to whom the Director shall confirm in this regard.
6. If the Company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for the service of Notice.
7. The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. In case they are sent by speed post or by registered post or by courier, an additional two days shall be added for the service of Agenda and Notes on Agenda.
8. However, Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated above, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any. (Unpublished Price Sensitive Information means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, including but not restricted to financial results, dividends, change in capital structure mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; changes in key managerial personnel; and material events in accordance with the listing agreement)
9. General consent for giving Notes on items of Agenda which are in the nature of Unpublished Price Sensitive Information at a shorter Notice may be taken in the first Meeting of the Board held in each financial year and also whenever there is any change in Directors. Where general consent as above has not been taken, the requisite consent shall be taken before the concerned items are taken up for consideration at the Meeting. The fact of consent having been taken shall be recorded in the Minutes.
10. Any item not included in the Agenda may be taken up for consideration with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any.
11. Attendance Register for meetings of the Board, and the pages shall be serially numbered, in the format: (Clause 4)
|SrNo||Date of Meeting||Place of Meeting||Time of Meeting||Name of Directors||Signature of each Director present||Name and Signature of the Company Secretary||Name and Signature of the persons attending the Meeting by Invitation|
12. Attendance Register to be preserved for a period of 8 financial years and may be destroyed thereafter with the approval of the Board.
13. Minutes shall also record the fact that the Interested Director did not vote on the Resolution (Clause 6.4).
14. Minutes shall state, at the beginning the serial number and the type of meeting, name of the Company, day, date, venue and time of commencement and conclusion of the Meeting (Clause 22.214.171.124)
15.The names of the Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair.
16. The capacity in which an Invitee attends the Meeting and where applicable, the name of the entity such Invitee represents and the relation, if any, of that entity to the company shall also be recorded.
17. The names of the Directors shall be listed in alphabetical order or in any other logical manner, but in either case starting with the name of the person in the Chair
18. Minutes shall contain a record of all appointments made at the Meeting. All appointments made one level below Key Managerial Personnel shall be noted by the Board.
19. In case a Director participating through Electronic mode, his particulars, the location from where and the Agenda items in which he participated shall be stated in the Minutes.
20. Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialing of such papers by the Company Secretary or the Chairman and any reference thereto shall be made in the Minutes.
21. Finalization of Minutes- within 15 days from the date of the conclusion of the Meeting of the Board, proof of sending draft Minutes and its delivery shall be maintained by the Company
Directors to communicate their comments – within 7 days from the date of circulation thereof
Entry in the Minute book- Within 30 days from the date of conclusion of the Meeting, and the date of entry shall be recorded by the Company Secretary
22. Minutes of Meeting shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting, at any time before the next meeting is held or by the Chairman of the next meeting at the next Meeting.
23. A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorised by the Board shall be circulated to all Directors within fifteen days after these are signed.
24. The Annual Report and Annual Return shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.