Q & A with Governance Institute

I am wondering how far in advance are papers sent to the Secretariat before they are distributed to the board?

Generally, board papers should be distributed sufficiently in advance of a meeting to ensure that there is time for the directors to digest the contents of the papers and prepare for the meeting.

It is common practice to distribute board papers approximately one week before a meeting. However, practices vary, and it will depend on board preferences and any requirements in the constitution or board charter, as well as the need for information provided to the board to be as up to date as possible.

Some company secretaries organise for simultaneous review of papers by the Secretariat and any executives involved in reviewing board papers to shorten the cycle. Most company secretaries also proactively manage the sending of papers to the Secretariat for review and compilation.

While some companies work on shorter cycles for board paper distribution, this does mean that all involved in the board paper process need to be extremely disciplined about meeting deadlines.

When considering how to deal with late papers, the most more realistic approach is to have a clear policy on how late papers for scheduled meetings and unscheduled meetings are to be dealt with in a way that best assists the board.

For further information see Governance Institute’s Guidance on Board Papers.

Appointing directors? Check your constitution

It is always wise to check the company’s constitution to see whether the Replaceable Rules (section 135 of the Corporations Act) have been displaced where directors want to appoint another director using the power in section 201H of the Corporations Act.

It is also important to remember that appointments under this section must be confirmed by shareholders. In the case of a proprietary company, it must confirm the appointment by resolution within two months. If the person is not confirmed within two months, they cease to be a director at the end of those two months.

In the case of a public company, the company must confirm the appointment at the next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

This can cause difficulties for a public company with only one shareholder, given there is no requirement for these companies to hold an AGM. It is also important to remember that directors must now have a director ID prior to appointment.