Audit committee
The audit committee is a vital subgroup within the board of directors, focusing on overseeing financial reporting, audit processes, and disclosures. This committee ensures compliance and accuracy in financial statements, serving as a pivotal point of trust for shareholders and other stakeholders. It reviews the work of internal and external auditors, oversees the financial reporting process, and ensures that the organisation’s financial practices are transparent and adhere to the highest standards. The increasing volume of new regulations, particularly those related to reporting, disclosures, and sustainability, significantly escalates the workload of the audit committee.

Board charter

The board charter is a formal document that outlines the roles, responsibilities and protocols for the board of directors. It details how the board operates, makes decisions and interacts with various stakeholders. This charter acts as a foundational guide, ensuring that all board activities are aligned with the organisation’s objectives and governance standards. It typically includes provisions for the appointment, roles, and tenure of directors, as well as policies on conflict of interest and board evaluation.

Board composition

Board composition refers to the blend of skills, experiences, diversity and characteristics of board members. This mix is crucial for fostering robust decision-making, as it brings a broad range of perspectives to the table. Effective board composition balances industry expertise, functional experience, and diversity in terms of culture, gender, and age, which enhances the board’s ability to address complex issues and adapt to changing environments.

Board dynamics

Board dynamics involve the interactions and behavioural patterns among board members that influence the board’s effectiveness and decision-making capabilities. Positive dynamics are characterised by open communication, mutual respect, and constructive debate, which facilitate effective governance and strategic decision-making. Conversely, negative dynamics can lead to conflicts, reduced cooperation and ineffective governance. Maintaining healthy board dynamics requires continuous attention to the board’s composition and the fostering of a collaborative environment.

Board evaluation

This is the process of measuring the effectiveness of the board as a whole and of individual directors. It typically includes evaluating the board’s composition, procedures, duties, and interactions with management to ensure that the board is fulfilling its legal and fiduciary obligations.

Board effectiveness review

An evaluation designed to determine how effectively the board enables and enhances the organisation’s performance through its governance practices. This review assesses aspects such as the board's structure, processes, behaviors, and relationship with management to identify strengths and areas for improvement.

Board evaluation software

Software tools designed to facilitate the process of evaluating the performance of boards and directors. These tools often provide frameworks for collecting and analysing data on board operations and effectiveness, streamlining the survey process and generating actionable reports.

Board governance

Board governance encompasses the system of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company’s interactions with its various stakeholders. This governance framework is pivotal in guiding how decisions are made and implemented, ensuring that the company adheres to legal and ethical standards while pursuing its strategic objectives. Effective board governance is instrumental in building a trust-based relationship with shareholders, employees, customers and the wider community.

Board independence

Board independence refers to a board that operates separately from the executive team of the organisation. This separation is crucial for ensuring that the board provides unbiased oversight and decision-making. An independent board is better equipped to oversee executives, mitigate conflicts of interest, and enhance the integrity of the decisions being made, thereby reinforcing investor confidence and corporate accountability.

Board meeting

A board meeting is a formal gathering of the board members were key organisational policies, strategic directions and other significant matters concerning the organisation’s operations are discussed. These meetings are essential for ensuring that board members remain well-informed about the organisational issues and are able to execute their responsibilities effectively. Regular board meetings facilitate timely and efficient decision-making and are central to the governance process.

Board minutes

Board minutes are the official written records of what transpires during a board meeting. These minutes document the discussions, decisions made, and actions agreed upon, serving as a legal record and an important tool for transparency. They help ensure that all board members, as well as relevant stakeholders, are informed of the board’s actions and decisions. Board minutes also play a critical role in tracking progress and holding the board accountable for its commitments.

Board orientation

Board orientation is an introduction provided to new board members to familiarise them with the organisation, its operations, strategic plans and governance practices. This orientation is vital for equipping new members with the knowledge and understanding necessary to perform their roles effectively from the start. It typically includes briefings on financial, legal, and operational aspects of the organisation, as well as an overview of the expectations and responsibilities of a board member.

Board performance evaluation criteria

These are the specific standards or benchmarks used to measure the effectiveness of a board. Criteria may include the board’s composition, knowledge and skills, how effectively it communicates and makes decisions, its understanding of the business and market, adherence to governance principles and its ability to guide strategic direction and oversee management.

Board performance review

A formal review process that evaluates the overall effectiveness of a board. This review looks at how well the board meets its objectives and duties, including governance, compliance and strategic guidance. The review might encompass individual assessments of board members and the effectiveness of board committees. The review can be based on various criteria, including strategic leadership, governance practices, financial stewardship and the board’s contribution to long-term value creation. Assessments can be carried out internally or by external consultants to ensure objectivity.

Board remuneration
Involves the compensation provided to members of a company's board of directors. This remuneration, which can include salaries, bonuses, and other benefits, is determined based on their roles, responsibilities, and the company's remuneration policy to attract and retain qualified directors.

Board quorum

A board quorum is defined as the minimum number of board members that must be present at a meeting to legally conduct business and make decisions. Establishing a quorum is essential to ensure that decisions are made with adequate representation and consideration from the board, thereby legitimising the proceedings and decisions of the meeting. The specific number required for a quorum is usually stated in the organisation's bylaws.

Board resolution

A board resolution is a formal decision made by the board of directors during a meeting and is a legal record that reflects the board’s intentions and directions. Resolutions are typically documented in the board minutes and can cover a wide range of issues from strategic directions to administrative matters. They are crucial for ensuring that all decisions are traceable and transparent.

Bylaws

Bylaws are the set of rules adopted by an organisation to regulate itself. They define the administrative and management structure of the organisation, including the formation and functioning of the board of directors and other governance aspects. Bylaws are foundational to the governance framework of an organisation, providing guidelines and procedures for handling internal affairs.

Chairperson (or chairman, chair) 

The chairperson is the elected leader of the board of directors and plays a pivotal role in ensuring the effective functioning of the board. The chairperson presides over meetings, facilitates discussions, ensures meetings are run efficiently, and acts as the main communication link between the board and the management team. The role is crucial for maintaining strong governance and leadership within the board.

CEO (Chief Executive Officer)

The CEO is the highest-ranking executive in an organisation, responsible for the overall management, decision-making and strategic direction of the company. The CEO acts as the primary link between the board of directors and the day-to-day operations of the company, ensuring that board decisions are implemented effectively across the organisation.

CEO evaluation

CEO evaluation is a critical process conducted by the board of directors to assess the performance of the Chief Executive Officer. This evaluation focuses on various aspects such as leadership effectiveness, strategic goal achievement, financial management, and cultural alignment. The process helps ensure that the CEO is performing effectively in leading the organisation towards its strategic objectives.

Committee charter

A committee charter is a document that outlines the purpose, authority, and responsibilities of a specific committee within the board. It defines the committee’s scope of work, its objectives, and its operational procedures, ensuring that the committee’s role is clearly understood and that it operates within defined boundaries.

Competency matrix

A competency matrix for boards serves as a framework to assess and map out the specific competencies required for effective board governance. It delineates the critical knowledge, abilities, and attributes needed among board members to fulfil their roles and responsibilities proficiently. This matrix aids in pinpointing essential competencies, facilitating targeted training, and fostering a balanced and competent board to drive organisational success.

Conflict of interest

A conflict of interest occurs when a board member’s personal or professional interests might compete with the interests of the organisation they serve. Recognising and managing conflicts of interest is crucial to ensure that decisions are made in the best interests of the organisation and that its integrity is maintained.

Corporate governance

Corporate governance refers to the systems, rules, and processes by which companies are directed and controlled. The framework helps ensure accountability, fairness, and transparency in a company's relationship with all its stakeholders, including shareholders, management, customers, and the community.

Digital board evaluation

Digital board evaluation involves the use of digital tools and technologies to assess the performance of the board of directors. By leveraging platforms like online surveys and dedicated software, this method enhances the efficiency, scope, and confidentiality of the evaluation process. Digital evaluations allow for continuous monitoring and timely feedback, facilitating more dynamic and responsive governance.

Director

A director is an individual elected by shareholders to sit on the board of directors. Directors are responsible for overseeing the organisation’s governance and strategic direction, ensuring it operates in the best interests of its shareholders and other stakeholders.

Executive committee

The executive committee is a smaller body within the board that is empowered to act on behalf of the full board in between regular meetings. This committee typically deals with urgent matters that require immediate attention, ensuring that the organisation can respond swiftly to changing circumstances while still maintaining proper governance oversight.

Fiduciary duty

Fiduciary duty represents a legal obligation requiring one party to act solely in the interest of another. In a corporate context, board members are bound by this duty to prioritise the interests of the corporation above their own. This duty underpins the trust and ethical standards expected in the management and oversight of a company, ensuring that decisions and actions are made with integrity and good faith.

Governance committee

The governance committee plays a critical role in refining and enhancing the board’s governance practices and overall effectiveness. This committee focuses on the continual improvement of governance standards, ensuring the board is well-equipped to meet future challenges. Its responsibilities may include reviewing governance policies, suggesting improvements, and ensuring that the board’s practices align with both current best practices and regulatory requirements.

Induction program

An induction program for new board members is essential for providing them with a thorough understanding of their duties, the company’s operations and its financial health. This program is designed to prepare new members effectively for their roles, ensuring they contribute meaningfully to board deliberations and decisions from the outset.

Lead director

A lead director is typically a non-executive role designated to coordinate the activities of other independent directors and to act as an intermediary between the chairman and the independent directors. This role is crucial for maintaining a balance of power on the board, particularly in situations where the chairman is also the CEO.

Nominating committee

The nominating committee is tasked with identifying and evaluating potential candidates to join the board. This committee ensures that nominees have the skills, experience, and integrity necessary to contribute effectively to the board’s governance and the company’s success. Its work is fundamental to maintaining a competent and diverse board.

Non-executive director

A non-executive director is a member of a company's board of directors who does not hold an executive office.Their value lies in their ability to offer independent and objective perspectives on matters of strategy, performance, and resources, making them essential for balanced and effective governance.

Proxy vote

A proxy vote enables a shareholder who cannot attend a meeting in person to vote via a representative. This process ensures that all shareholders have the opportunity to exercise their voting rights, regardless of their ability to physically attend meetings.

Remuneration committee

This specialised committee is responsible for setting the compensation of the company’s directors and senior executives. The remuneration committee ensures that compensation packages are fair, competitive, and aligned with the company’s long-term strategy and performance, thereby aligning the interests of executives with those of shareholders.

Secretary

The secretary of a board ensures the efficient operation of the board by organising meetings, preparing agendas, maintaining minutes, and ensuring compliance with legal and regulatory requirements. The role is pivotal in supporting the board’s effectiveness and governance standards.

Skills matrix

A skills matrix for boards is a tool used to identify and document the various skills, experiences, and expertise possessed by the board members. This matrix helps in visualising the collective capabilities of the board, ensuring that the right mix of skills is present to effectively guide the organisation. It highlights areas of strength and potential gaps, allowing for strategic recruitment and development to enhance board performance.

Term limit

Term limits are set to define the maximum duration that individuals can serve on a board. They are implemented to inject fresh ideas and perspectives and prevent stagnation, thereby promoting continual renewal in governance and strategy.

Reappointment criteria

Specifies the conditions under which board members or executives can be considered for renewed terms in their positions. These criteria typically assess past performance, contribution to strategic goals, and adherence to governance standards to ensure the continued effectiveness of the board or executive team.

Remuneration strategy

Outlines the approach a company takes to design compensation packages for its employees, executives and directors. The strategy aims to align the pay structure with the company’s objectives, ensuring fair compensation that promotes retention, motivation, and performance, while being competitive in the market.

Vice-chair

The vice-chair serves as a deputy to the chairperson, stepping in to lead in their absence and providing continuity in leadership. This role is essential for maintaining the stability and ongoing operations of the board.

Voting rights

Voting rights are a fundamental aspect of shareholder power, allowing shareholders to influence the company’s governance through decisions made at annual and extraordinary meetings. These rights can be exercised directly at meetings or indirectly through proxy votes.