Prepare a board pack and agenda that gives directors the information needed for an informed decision.
Law & Contract Management
Company Secretarial Practice, Board Minutes and Written Resolutions
Trains company secretaries and governance professionals to run compliant board meetings, draft defensible minutes and manage written resolutions and statutory filings.
🗓️Duration5 training days
📚Content4 modules · 8 sessions
🎓On completionAccredited attendance certificate
About the programme
Course Overview
Board minutes are read only when something has gone wrong, which is exactly why they need to be right the first time: a poorly drafted minute can undermine a decision years later, while a well-kept statutory register can be the difference between a smooth due diligence process and a transaction delayed by document reconstruction. This course sets out the practical discipline of company secretarial work, from preparing a board pack and agenda that gives directors what they need to decide well, through taking minutes that record decisions and reasoning without exposing the company to unnecessary risk, to circulating written resolutions correctly for decisions taken outside a formal meeting. Participants examine statutory registers and filing obligations that keep a company's public record accurate, the quorum, notice and conflict-of-interest rules that determine whether a board decision is validly made, and the particular care needed around related-party and conflicted director resolutions. The course also covers annual general meeting procedure, shareholder resolution requirements, and how company secretarial practice supports wider corporate governance expectations. Delegates draft board minutes from a simulated meeting and a written resolution package during the course.
Expected Learning Outcomes
Draft board minutes that accurately record decisions and reasoning without creating unnecessary legal exposure.
Apply quorum, notice and voting rules correctly to determine whether a board decision has been validly made.
Manage director conflict-of-interest disclosures and related-party resolutions according to governing law and articles.
Circulate and record written resolutions correctly for decisions taken by directors or shareholders outside a meeting.
Maintain statutory registers and filing obligations so a company's public record remains accurate and current.
Run annual general meeting procedure, including notice periods, proxies and the recording of shareholder resolutions.
Who Should Attend
Company secretaries and assistant company secretaries in listed and private companies
Governance and compliance officers supporting boards and board committees
In-house legal counsel taking on company secretarial responsibilities alongside legal work
Executive assistants and board support staff responsible for meeting administration
Directors seeking a clearer understanding of their own governance and documentation obligations
Corporate services providers managing statutory compliance for client companies
Course Modules
Select any module to see its sessions and points.
01Running a Compliant Board Meeting
2 sessions · 8 points
Session 1Preparing the Board Pack and Agenda
- Structure a board pack that separates decisions, updates and background information for directors to prioritise.
- Draft an agenda that allocates time appropriately between governance, strategic and operational matters.
- Circulate board papers within timeframes that give directors a genuine opportunity to consider material decisions.
- Coordinate input from finance, legal and operational teams so board papers are accurate before circulation.
Session 2Quorum, Notice and Valid Decision-Making
- Apply quorum requirements correctly, including where a director's conflict of interest removes them from the count.
- Verify notice periods and permitted methods of calling a board meeting under the company's articles.
- Assess the validity of decisions taken at a meeting where notice or quorum requirements were not properly met.
- Advise on remote and hybrid board meeting procedure, including verifying attendance and voting validity.
02Minute-Taking and Board Records
2 sessions · 8 points
Session 1Drafting Minutes That Withstand Scrutiny
- Draft minutes that record decisions, key discussion points and dissent without becoming an unedited transcript.
- Capture directors' consideration of relevant factors in a way that supports the validity of a business judgement.
- Record declared conflicts of interest and how a conflicted director was excluded from discussion and voting.
- Balance concise minute-taking against the need for a record that would satisfy a regulator or court years later.
Session 2Reviewing, Approving and Storing Minutes
- Manage the process for circulating draft minutes and recording director amendments before formal approval.
- Maintain minute books and board records securely while ensuring appropriate access for directors and auditors.
- Advise on redaction or omission of highly sensitive matters from formal minutes where legally appropriate.
- Retrieve historic board minutes efficiently to support due diligence, disputes or regulatory inquiries.
03Written Resolutions and Director Decisions
2 sessions · 8 points
Session 1Circulating Director Written Resolutions
- Draft written resolutions that clearly state the decision, its rationale and any conditions attached to approval.
- Manage circulation, signature collection and counting of votes for a director written resolution.
- Identify decisions that legally require a meeting and cannot be validly taken by written resolution alone.
- Record written resolutions in the minute book with the same rigour applied to formally minuted decisions.
Session 2Related-Party and Conflicted Decisions
- Identify related-party transactions requiring disclosure, independent approval or shareholder authorisation.
- Draft conflict-of-interest disclosures and board authorisations that satisfy the company's articles and governing law.
- Structure decision-making processes that isolate a conflicted director while preserving a valid quorum.
- Advise on the consequences of a conflicted decision taken without proper disclosure or authorisation.
04Statutory Registers, Filings and Shareholder Meetings
2 sessions · 8 points
Session 1Statutory Registers and Filing Obligations
- Maintain statutory registers of members, directors and charges accurately as company details change.
- Track filing deadlines for annual returns, financial statements and changes to company officers or capital.
- Reconcile statutory registers against actual shareholding and governance records ahead of a transaction or audit.
- Advise on the consequences of late or inaccurate filings for the company and its officers.
Session 2Annual General Meetings and Shareholder Resolutions
- Plan annual general meeting notice periods, agenda items and proxy voting arrangements correctly.
- Draft ordinary and special shareholder resolutions with the wording and majority each type of decision requires.
- Manage shareholder questions, poll voting and the accurate recording of general meeting minutes.
- Coordinate annual general meeting logistics for hybrid or fully virtual shareholder meetings.
What the participant receives
4 course modules
A structured syllabus
8 training sessions
across 5 days
32 detailed points
Applied, detailed content
Accredited attendance certificate
On completing the programme
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