Boards need a clear understanding of any legal provisions regarding their meeting procedures, and to organise their business in a way that meets statutory obligations and the expectations of their stakeholders, while maximising the use of members’ time and skills. 

Schedule 5 of the CEA states that boards may regulate their own procedures except where these are laid down under that Act or in any other legislation. The provisions in Schedule 5 that boards are required to follow cover: 

  • responsibility for appointing the times and places of ordinary meetings of the board and for calling special meetings 
  • the form in which a notice of meeting has to be given 
  • methods of holding meetings, which can include audio- or video-conferencing 
  • establishing a quorum for a board, and the fact that business may not be transacted if a quorum is not present 
  • special provisions for a board if there is only one member available to act 
  • who presides at a meeting, including arrangements for when the chair is not present, or is interested in a matter under consideration 
  • voting procedures at meetings, including provisions on majority voting and dissensions 
  • unanimous written resolutions as an acceptable alternative to decisions passed at a meeting. 

Electronic board management systems are increasingly common and present opportunities and risks around information storage, retrieval and security. Boards should have agreed rules and procedures for remote participation in meetings and the use of tools enabling such as shared workspaces.  

In addition to meeting all legal provisions, boards should establish a planning process and timetable. This would help ensure they address in a timely way such regular activities as completing strategic planning and accountability documents, reviewing regular reports received by the board, undertaking chief executive remuneration reviews, meeting with Ministers, addressing risks and providing sufficient notice of board committee meetings. A sample Ministry for Culture and Heritage board planner is available as an example of good practice: 

Other practices to be followed by boards could include using a consistent draft agenda for the board and its committees, and clarifying expense entitlements and procedures for board members. 

Summary: Board meeting procedures 

At a minimum a good governance manual should cover: 

  • the meeting procedure requirements that are set out in Schedule 5 of the CEA and in the entity’s own legislation 
  • additional provisions that will assist the smooth functioning of the board’s business 
  • processes to ensure effective forward planning of the board’s regular activities.