Drafting the Notice and Agenda

Essentials of a Valid Notice

A notice of a Board (or Committee) Meeting is a formal written communication informing every director of an upcoming meeting. To be valid, it must clearly state:

1. The name of the company and its registered office address.
2. That the communication is a 'Notice' of a meeting of the Board of Directors (or of the named Committee).
3. The day, date, time, and full venue of the meeting.
4. A reference to the agenda enclosed or set out with the notice.
5. The authority issuing the notice — typically signed 'By Order of the Board' by the Company Secretary, with the date and place of issue.

It must be sent to every director at the address registered with the company, in writing, by hand, by post, or electronically, at least seven clear days before the meeting (subject to the shorter-notice provision already covered for urgent business).

Illustrative format:

Essentials of a Valid Agenda

The agenda is the ordered list of items the meeting will actually take up, and a well-drafted agenda always follows a predictable structure:

1. To confirm the minutes of the previous meeting.
2. To note apologies for absence, if any director has intimated inability to attend.
3. Item-by-item business — each substantive matter to be discussed, listed in a sensible order (routine/reporting items first, matters needing a decision or resolution next).
4. Any Other Business (AOB), with the Chairperson's permission, for matters not listed in advance but which genuinely need to be raised.
5. Vote of thanks / date of next meeting, closing the agenda. …