Board Meeting Glossary: Essential Terms You Need To Know
- Michelle M
- Sep 3
- 7 min read
Board meetings are the backbone of effective governance, ensuring that organizations are run with transparency, accountability, and strategic focus. They bring together directors, executives, and sometimes shareholders to evaluate progress, make decisions, and plan the future. However, these meetings can be filled with technical jargon and governance terms that may overwhelm new participants.
A clear understanding of this terminology is essential to participate fully, contribute meaningfully, and ensure that all parties are aligned. This comprehensive glossary of 100 terms provides the knowledge needed to navigate board meetings confidently, fostering better discussions, stronger decision-making, and improved outcomes for organizations of every size.
1. Agenda
A structured outline of items to be discussed, debated, or decided during a meeting. It ensures meetings are focused and that time is allocated efficiently to critical topics.
2. Annual General Meeting (AGM)
A legally required yearly meeting for companies where shareholders review reports, vote on key issues, and elect directors. It ensures transparency and accountability.
3. Action Items
Tasks assigned during a meeting that require follow-up. They ensure that decisions translate into real-world progress and accountability after the meeting ends.
4. Articles of Association
A company’s governing document, outlining rules for internal management. Directors must adhere to it when making boardroom decisions.
5. Board Chair
The leader of the board who presides over meetings, ensuring order, fairness, and that all agenda items are properly addressed.
6. Board Minutes
The official written record of a meeting, capturing decisions, discussions, and follow-up actions. They serve as both legal evidence and historical record.
7. Board Pack
A collection of background documents distributed before meetings, giving directors the information necessary to make informed decisions.
8. Board Resolution
A formal decision passed by the board, often requiring a majority or unanimous vote, and recorded in the minutes.
9. Bylaws
Internal rules that govern meeting procedures, director duties, and overall governance practices. They form the foundation of orderly board operations.
10. Call to Order
The formal start of a board meeting, initiated by the chairperson, signaling that proceedings are officially underway.
11. Casting Vote
A tie-breaking vote exercised by the chairperson when board members are evenly split on an issue.
12. CEO Report
A presentation by the Chief Executive Officer summarizing business performance, challenges, and opportunities since the last meeting.
13. Closed Session
A portion of the meeting restricted to board members only, often used for sensitive discussions such as legal or personnel matters.
14. Committee Reports
Updates from board committees like audit or governance, helping the wider board stay informed on focused areas of oversight.
15. Company Secretary
The officer responsible for governance administration, record-keeping, and ensuring compliance with regulations.
16. Conflict of Interest
A situation where a board member’s personal interests may interfere with their duties. Declaring these is essential for integrity.
17. Consensus
A decision-making method where all members agree or can accept the outcome, even if it isn’t their first choice.
18. Corporate Governance
The framework of rules and processes guiding how a company is directed, balancing interests of stakeholders.
19. Directors’ Duties
Legal responsibilities requiring directors to act in good faith, prioritize company interests, and exercise due care.
20. Dissent
A formal expression of disagreement recorded in the minutes, protecting directors who oppose certain decisions.
21. Extraordinary General Meeting (EGM)
A special meeting called to address urgent issues that cannot wait until the next AGM.
22. Fiduciary Duty
The obligation of directors to act loyally and prudently in the best interest of the company and shareholders.
23. Governance Framework
The system of policies, practices, and oversight structures guiding decision-making and accountability.
24. Independent Director
A non-executive board member who brings objective judgment, free from conflicts of interest.
25. In Camera Session
A private session of the board, excluding external attendees, to discuss sensitive matters confidentially.
26. Key Performance Indicators (KPIs)
Metrics reviewed during board meetings to assess organizational progress toward strategic goals.
27. Motion
A formal proposal put before the board for discussion and decision-making.
28. Nomination Committee
A subcommittee responsible for identifying and recommending candidates for board positions.
29. Notice of Meeting
An official communication informing directors of the date, time, and agenda of a board meeting.
30. Quorum
The minimum number of directors required for a meeting to conduct valid business.
31. Ratification
The act of officially approving a decision made previously without formal authorization.
32. Risk Register
A document reviewed in meetings that catalogs potential risks, their likelihood, and mitigation strategies.
33. Roll Call
A method of confirming which directors are present, used to establish quorum and attendance.
34. Shareholder Report
A summary of organizational performance and governance issues presented at general meetings.
35. Strategic Plan
The long-term roadmap discussed at board level, guiding future growth and direction.
36. Succession Planning
The board’s process of ensuring leadership continuity by preparing future executives and directors.
37. Voting Rights
The entitlement of directors or shareholders to vote on decisions, often proportional to shareholding.
38. Treasurer’s Report
A financial update presented by the treasurer, including budgets, cash flow, and forecasts.
39. Unanimous Resolution
A resolution passed with complete agreement, reflecting unity on a decision.
40. Virtual Board Meeting
A meeting held via digital platforms, ensuring participation despite geographical constraints.
41. Confidentiality Agreement
A signed document ensuring directors keep board discussions private and secure.
42. Deferred Agenda Item
An issue postponed to a future meeting when more information or time is needed.
43. Director’s Report
A statutory report summarizing company operations and governance, usually presented at AGMs.
44. Majority Vote
A decision reached when over 50% of members present support a motion.
45. Minority Shareholder
An investor with a smaller stake who still has representation and voting rights in meetings.
46. Observer
A non-voting participant who attends meetings for transparency or advisory purposes.
47. Open Session
A segment of the board meeting where observers or stakeholders may attend.
48. Proxy
A representative authorized to vote on behalf of a shareholder during meetings.
49. Remuneration Committee
A committee responsible for reviewing executive pay and incentive structures.
50. Resolution in Writing
A formal resolution agreed to by directors outside of a physical meeting.
51. Governance Code
A set of best practices that boards follow to ensure transparency and accountability.
52. Non-Executive Director
A board member who is not part of day-to-day management but provides oversight and expertise.
53. Stakeholder Engagement
Discussions within meetings around how to involve and address stakeholder needs.
54. Financial Audit
A review presented to the board by auditors to validate the accuracy of financial statements.
55. Governance Audit
A review of the board’s adherence to governance best practices and legal standards.
56. Confidential Minutes
Portions of meeting minutes restricted from broader circulation due to sensitivity.
57. Chair’s Opening Remarks
The introductory comments made by the board chair to set the tone and direction of the meeting.
58. Code of Conduct
Ethical rules that guide director behavior during and outside of meetings.
59. Business Case
A proposal reviewed in meetings, outlining the justification for a new initiative or investment.
60. Corporate Social Responsibility (CSR) Report
Updates on organizational efforts toward sustainability and social responsibility.
61. Executive Session
A private portion of the meeting involving only executive directors.
62. Advisory Board
A separate group that provides recommendations and insights but lacks formal decision power.
63. Board Calendar
The annual schedule of board meetings and related events.
64. Meeting Etiquette
Agreed standards of behavior to ensure respectful and productive discussions.
65. Governance Committee
A committee responsible for overseeing governance policies and practices.
66. Operational Update
A report delivered to the board about current operational performance and challenges.
67. Performance Review
Evaluation of executive performance conducted by the board or subcommittees.
68. Regulatory Compliance Report
An update ensuring the organization complies with legal and industry regulations.
69. Stakeholder Report
Information presented to highlight engagement with external parties such as customers or partners.
70. Time Management
The practice of allocating meeting time effectively to avoid inefficiency.
71. Strategic Alignment
Ensuring board decisions are consistent with the overall vision and mission.
72. Confidential Dossier
A set of sensitive documents circulated only to board members for review.
73. Dividend Declaration
Board decisions on whether to distribute profits to shareholders.
74. Extraordinary Resolution
A resolution requiring a higher threshold, often two-thirds or three-fourths majority.
75. Interim Meeting
A board meeting held between scheduled sessions to address urgent matters.
76. Leadership Succession
Discussions about replacing key executives to ensure continuity.
77. Long-Term Incentive Plan
Compensation structures reviewed by boards to retain and motivate executives.
78. Market Update
Reports presented to the board on industry trends and competitor activity.
79. Non-Binding Resolution
A recommendation passed by the board that does not have legal force.
80. Performance Metrics
Specific measures used by the board to track company progress.
81. Policy Review
Periodic evaluation of company policies to ensure relevance and compliance.
82. Risk Appetite
The level of risk the board is willing to accept in pursuit of objectives.
83. Risk Committee
A subcommittee tasked with identifying and monitoring company risks.
84. Scenario Planning
Discussions around hypothetical future events and their possible impacts.
85. Shareholder Engagement
Board-level strategies for maintaining communication and trust with shareholders.
86. Special Resolution
A resolution requiring at least 75% approval, typically for major structural changes.
87. Standing Orders
Rules governing the conduct of meetings, including debate and voting procedures.
88. Strategic Review
A comprehensive analysis of the company’s performance and long-term strategy.
89. Sustainability Report
Board discussions around environmental, social, and governance (ESG) progress.
90. Talent Management
Plans discussed at board level for recruiting, retaining, and developing talent.
91. Whistleblower Policy
A policy ensuring protection for individuals reporting misconduct.
92. Work Plan
A yearly schedule of board activities and priorities.
93. Written Agenda
A detailed document shared before the meeting outlining the discussion points.
94. Meeting Adjournment
The formal closure of a meeting, signaling that all official business is complete.
95. Key Risks
A focused list of critical risks presented to the board for discussion.
96. Governance Principles
Foundational values that guide ethical and transparent board decision-making.
97. Performance Dashboard
A visual presentation of company performance reviewed in meetings.
98. Investor Relations Report
Updates presented to the board about communication with investors.
99. Strategic Initiative
A major project or program requiring board approval and oversight.
100. Voting Procedures
The formal method established for casting and counting votes in board meetings.
Conclusion - Board Meeting Glossary
Board meetings are more than formal gatherings they are a structured environment where leadership, accountability, and strategy converge. By understanding the 100 terms outlined above, board members and stakeholders can engage with greater confidence, ensuring clarity in governance and stronger organizational outcomes. This shared glossary creates a common language that empowers decision-making and builds trust in the boardroom.
Key Learning Resources can be found here:
Subscribe and share your thoughts and experiences in the comments!
Professional Project Manager Templates are available here
Hashtags
