Checklist
for Calling a Board Meeting as per Secretarial
Standard-1
General
Hold Board Meeting in every calendar
Quarter with maximum interval of 120 days
between 2 consecutive meetings, and at least 4 Board Meeting in a calendar year.
Hold meeting at any day, other than
a National Holiday.
Notice and Agenda of the Board Meeting
Circulate Notice of meeting along with the Agenda and notes on Agenda at least 7 days before the meeting to every director, including the alternate director
and also to original
director to such alternate director. In case notice is sent by courier, speed
post or registered post, then 9 days notice must be given.
1.
Supplementary
notes on Agenda items
can be circulated at or prior to the meeting
with the permission of chairman.
5.
Company Secretary or any Director of a company or any person
authorized by the Board in this
behalf shall issue the notice of meeting.
6.
Notice must contain the serial number, day, date, time, and venue for the meeting.
7.
Notice must also
contain the contact number or
email-address of the Chairman or
CS or authorized
person, to whom the director shall confirm
in advance of his presence in the
meeting. No leave of absence shall
be given in case no such advance confirmation and or permission have been seeked for absence.
8.
Seek the permission
of the Chairman
and consent of majority of the Directors
present in the Meeting,
including at least one Independent Director, if any, for taking up the matter not included in the Agenda.
Resolution by Circulation
9.
Draft resolution should be placed in the meeting
or set out in the Note.
10.
Send Draft
Resolution to be passed by circulation, along with necessary papers and notes, to every director
including interested
director and seek their assent/dissent on the said resolution
within 7 days of the date of
circulation. In case the assent/dissent is not received, it will be presumed that
the director has abstained from voting.
11.
The resolution
shall be deemed passed on the last day specified
for giving assent or dissent or on a day when at least 2/3rd of directors give their
approval, whichever is earlier.
12.
For passing the said resolution at the meeting and
not by circulation consent of at least
1/3rd of the Directors is required.
13.
Note the resolution passed
by circulation in the next Board
Meeting and record in
the minutes.
Minutes Book of BM
14.
Minutes can be maintained in physical or in electronic form with Timestamp2 and a
uniform basis shall be adopted for such
preparation.
15.
Minutes must, interalia, contain;
i.
Page number
ii.
Bound periodically in such a manner that it
coincides with the FY of the Company.
2
“Timestamp”
means the current time of an event that is recorded by a Secured Computer
System and is used to describe the time that is printed to a file or other
location to help keep track of when data is added, removed, sent or received.
iii. Serial number
of meeting, type of meeting, name of company,
day, date, venue
and time of commencement and conclusion
of the meeting.
iv. Details of directors
present physically or through electronic mode, beginning
with the name of the Chairman.
v.
Name of Company
Secretary and any other Invitee as
well
vi. The details (resolution) of appointment of Directors, first auditors, KMP, Secretarial
auditor, Internal auditors, Cost auditor made at that particular meeting.
vii.
Noting of the appointment of any person appointed one level below the KMP.
viii.
Not be pasted or attached or tampered therewith.
16. Reference to the previous resolution must be mentioned
in case the proposed resolution supersedes, amends, and
modifies the previous resolution.
17.
Circulate the draft minutes within 15 days of the conclusion of the
meeting to all the
directors and preserve
the proof of sending draft minutes and delivery.
18.
Seek the comments
of the director within 7 days from
the date of circulation of the minutes
and prepare final minutes within 30 days of the conclusion of meeting. In case no communication
is received it is presumed to be approved.
19.
Record the date
of entry of the final resolutions in
the Minutes Book as well.
20.
Circulate the signed minutes which must be certified
by CS or any director,
within 15 days from the date of
signing, to all the directors and preserve the proof of sending draft minutes and delivery.
21.
Minutes
maintained in e‐form shall be signed digitally by the Chairman.
22.
Members of the Company cannot inspect the Minutes book.
23. Directors can receive a copy of minutes of the all the meetings held before the period of his directorship.
24.
Preserve the Minutes, along with proof of circulation
along with delivery receipt,
permanently.
25.
Inclusive list of contents have been mentioned in the SS-1 that a minute should contain.
