All companies must observe the minimum requirements of good corporate governance in order to ensure that they comply with their statutory obligations and run the building in an efficient manner.
1. Holding Board Meetings
Board meetings should be conducted on a regular basis in order to ensure that the directors are keeping abreast of any issues that are facing the building and are able to pass resolutions concerning its management. It is a good idea to schedule a board meeting at least every quarter.
Directors meetings can be called by any director upon giving reasonable notice to all of the other directors. It is good practice to decide on the date of the next meeting at the end of each meeting so that all directors have plenty of notice and are able to attend.
It is a good idea to draft a board code of conduct to regulate the behaviour of board members. This code of conduct should aim to ensure that meetings are civil, inclusive, productive and well-attended.
2. Appointing Office Holders
All boards must have a chairperson. The directors should vote to elect a chairperson from amongst them at the first board meeting after the annual general meeting. The chairperson is required to ensure that meetings run smoothly.
All companies must have a secretary. The secretary does not need to be a director, but it makes sense for him or her to be one. The secretary is responsible for ensuring that board and general meetings are properly called, that relevant information is distributed, and that accurate minutes are kept.
3. Holding General Meetings
An annual general meeting of all of the company’s shareholders must be held within six months of the end of each financial year. Amongst other things, the business of the meeting should include the presentation of the financial reports to the shareholders and the election of directors and a secretary.
Other general meetings, called ‘special’ or ‘extraordinary’ general meetings, should be called when the company wishes to put a specific proposal to the shareholders, such as a change to the constitution.
It is important that at least 21 days notice is given to the shareholders of each general meeting. In addition to providing the notice, the company should give the shareholders a concise summary of all of the relevant information which will assist them in determining which way they will choose to vote on a particular motion.
4. Maintaining Proper Records
Companies must maintain a physical and electronic copy of important documents such as financial statements, minutes of board and general meetings, contracts entered into by the company and correspondence with public authorities for at least 7 years. You must ensure that you follow all of these requirements to ensure that you are not in breach of your statutory obligations.
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The information contained in this post is current at the date of editing – 29 August 2024.
