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Template Ordinary Board Meeting Minutes (ESG Version)

Regular Ordinary Meeting Board Minutes (ESG version)

CO.CA.MM.30

Companies can use ordinary regular board meetings to discuss ongoing matters related to the company. Directors will make decisions about the day-to-day management of a company and will usually meet monthly or quarterly to discuss these matters. This may include a discussion of the company’s activities and performance, the business outlook, sales and marketing initiatives etc. This template is based on the standard format board minutes for regular ordinary meetings and has been adjusted to include environmental, social & governance (ESG) factors.

These board minutes are different to the other board minutes, which relate to specific corporate processes (e.g. the recommendation and payment of a dividend) or the approval of key business decisions (e.g. the acquisition of a new business). In contrast, these minutes reflect how a company and business operate day to day and the ongoing review and decisions that need to be considered and made.

Companies may want to think about whether as a matter of routine, ESG matters should be considered and referenced in these board minutes. Given the increasing importance of ESG and sustainability, it may be necessary for companies to give thought to how ESG affects the decisions it is making going forward. This will vary from company to company commensurate with its size and sector focus and the relative importance of ESG to the business in question.

There is no set format for board minutes and so these minutes can and should be adapted to suit each company’s specific needs and processes of approval. Any decisions made at a board meeting are normally taken by simple majority, with voting on a show of hands. However, the company’s articles of association must always be checked.

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