Board Management Software Glossary

Abstention

In board meetings an abstention is the act of refraining from voting on a motion. A neutral position formally recorded in the meeting outcome

Ad Hoc Committee

Formed by the board to address a specific task or issue based on their relevant experience and expertise. An ad hoc committee is temporary and dissolved once its purpose has been fulfilled.

Adjournment

When a meeting is formally suspended before all business is complete and scheduled to resume at a later date, this is referred to as an adjournment.

Advisory Board

External experts brought together to provide non-binding guidance and recommendations to an organisation's leadership.

Advisory Board Role

Contributing expertise without holding formal directorial responsibilities, the advisory board role is a non-voting, consultative position.

Advisory Committee

A formally appointed group that provides expert recommendations to the board on a defined subject, without decision-making authority.

Alternate Director

A person appointed to attend board meetings and exercise a director's responsibilities on their behalf during a period of absence.

Amendment

Formally proposed changes to a motion, resolution, or governing document that must be approved before taking effect.

Anglo-American Governance Model

Built on a single-tier board structure, the Anglo-American governance model places executive and non-executive directors in joint responsibility for the governance of an organisation.

Annotations

Personal notes or highlights added by board members directly onto documents within the board portal, annotations support preparation and engagement ahead of meetings.

Annual General Meeting

An Annual General Meeting (AGM) is a mandatory yearly meeting where shareholders or members review financial results and vote on key governance matters.

Annual Operating Plan

Outlining an organisation's operational targets, budgets, and priorities for the coming financial year, the Annual Operating Plan is reviewed and approved by the board.

Audit Committee

Composed primarily of independent directors, the audit committee oversees financial reporting, internal controls, and the organisation's relationship with its auditors.

Audit Report

Issued by an external auditor, the audit report sets out a professional opinion on whether an organisation's financial statements are accurate and compliant.

Board Administrator

Is the individual responsible for managing the administrative tasks that support the board, including meeting coordination and governance record-keeping.

Board Advisor Role

A non-voting, consultative position in which an individual provides expert guidance to the board without holding formal directorial responsibilities.

Board Book

The compiled set of documents and reports distributed to board members ahead of a meeting to support informed discussion and decision-making.

Board Committee

Is a subgroup of the board formed to oversee a specific area of governance responsibility and report its findings to the full board.

Board Committee Charter

A formal document defining the purpose, composition, and operating procedures of a board committee

Board Diversity

Refers to the representation of varied backgrounds, skills, genders, and perspectives among board members to support effective governance.

Board Manual

The reference document provided to board members outlining governance policies, procedures, roles, and key regulatory requirements.

Board Meeting Agenda

A structured list of topics to be discussed and decided during a board meeting, distributed in advance to all participants.

Board Meeting Etiquette

Refers to the standards of professional conduct expected of board members during meetings, including respectful debate and adherence to procedures.

Board Member Agreement

A document signed upon appointment that sets out a director's roles, responsibilities, and commitment to the organisation's governance standards.

Board of Directors

The governing body of an organisation, collectively responsible for strategic oversight, financial stewardship, and accountability to stakeholders.

Board of Trustees

Is the governing body of a charitable or non-profit organisation, responsible for ensuring it operates in line with its mission and legal obligations.

Board Officer

A board member appointed to a specific leadership role, such as Chair or Treasurer, carrying defined responsibilities within the governance structure.

Board Portal

A secure, cloud-based platform that enables boards to manage meetings, distribute board packs, collaborate on documents, and maintain governance records.

Board President

The elected leader of the board, responsible for presiding over meetings and ensuring the board fulfils its governance responsibilities.

Board Recruitment

The process of identifying and appointing new directors to ensure the board holds the skills, experience, and diversity needed for effective governance.

Board Resolution

When the board of directors reaches a decision, it is formally documented as a board resolution — an official record of the agreed course of action.

Board Secretary

Responsible for the administration of board meetings, maintaining statutory records, and supporting governance compliance, the board secretary plays a central role in the effective functioning of the board.

Byelaws

An organisation's internal rules covering meeting procedures, voting thresholds, and the roles of its officers are set out in its byelaws.

CAB, (Change Advisory Board)

A committee responsible for evaluating and approving proposed changes within an organisation to ensure decisions are made in a controlled manner.

Call the Question

Is a formal motion to end debate on a topic and proceed immediately to a vote.

Call to Order

The chairperson's formal declaration that a meeting has officially begun and that business may commence.

Casting Vote

In the event of a tied vote, the chairperson holds the power to break the deadlock through a casting vote.

CEO Report

A formal update presented by the Chief Executive Officer to the board, summarising organisational performance and key matters requiring board awareness.

Chairman of the Board

Elected by the board of directors, the Chairman is responsible for presiding over meetings and ensuring effective governance.

Chairman vs President

The Chairman leads the board and oversees governance, while the President leads the executive management team and is responsible for operational performance.

Chairperson of Committee

A board member appointed to lead a specific committee and report its outcomes to the full board.

Chatham House Rule

Allows meeting participants to use information shared in a discussion freely, but prohibits disclosing the identity of any speaker.

Citizen Engagement

Is the active involvement of members of the public in shaping the decisions and priorities of governing or public organisations.

Citizen Participation

The involvement of individuals in democratic or organisational processes that affect their communities.

Civic Participation

Refers to the actions taken by individuals to engage with the governance and democratic processes of their communities.

Code of Conduct

Is the formal document setting out the ethical standards and behavioural expectations that board members and employees are required to uphold.

Committee Management System

The digital tool used to plan, organise, and administer the activities of board committees.

Committee Report

A formal summary prepared by a board committee and presented to the full board, outlining its activities and recommendations.

Compensation Committee

Responsible for overseeing executive remuneration policies, the compensation committee ensures that pay structures are aligned with organisational performance

Compliance Committee

A committee responsible for monitoring the organisation's adherence to legal, regulatory, and internal policy requirements.

Conflict of Interest

Is the situation where a board member's personal or financial interests may compromise their ability to act impartially on behalf of the organisation.

Consensus

A decision-making approach in which board members reach a general agreement without requiring a formal vote.

Consent Agenda

A group of routine agenda items approved collectively in a single vote, freeing meeting time for more complex matters.

Corporate Governance

Is the system of rules and processes by which an organisation is directed, controlled, and held accountable to its stakeholders.

Corporate Governance Framework

The structured set of policies and principles that guides how an organisation exercises authority and manages accountability.

Corporate Resolution

Is a formal, documented board decision authorising a specific action on behalf of the organisation.

Council Committee

A subgroup established within a governing council to examine specific policy areas and prepare recommendations for the full council.

Council Information Letter

The formal written communication issued to council members providing updates on relevant matters without requiring a formal decision.

D&O, (Directors and Officers)

D&O insurance protects board members and senior executives from personal financial liability arising from claims related to their governance roles.

De Facto Director

Is a person who acts with directorial authority over an organisation without having been formally appointed to that role.

DEI Committee

A committee dedicated to advancing Diversity, Equity, and Inclusion within an organisation's governance practices and culture.

Determination Letter

An official document issued by a regulatory authority confirming an organisation's legal or tax-exempt status.

Digital Accessibility

Refers to the design of digital platforms to ensure all users, including those with disabilities, can access and use them effectively.

Director

Is a member of the board of directors appointed to provide strategic oversight and governance of an organisation.

Directors Insurance

Protects individual board members from personal financial exposure arising from claims connected to decisions made in their capacity as directors.

Directors' Duty of Care

Is the obligation of board members to act with the diligence and informed judgement expected of a reasonable person in a similar governance role.

Disclosure Committee

A committee responsible for overseeing the accuracy and timeliness of information disclosed to regulators, shareholders, and the public.

Ethical Responsibility

Is the obligation of board members to act with integrity and transparency in all governance decisions.

Ex-Officio Board Member

Some board seats are tied to a specific role rather than a person. An ex-officio board member holds their position by virtue of another office they occupy, without the need for formal election or appointment.

Executive Board

A senior leadership body responsible for overseeing the day-to-day management of an organisation, reporting to the board of directors.

Executive Committee

When decisions cannot wait until the next board meeting, the executive committee steps in — a subset of the board authorised to act on time-sensitive matters on its behalf.

Executive Session

A private portion of a board meeting held exclusively among independent directors, without the presence of management.

Extraordinary General Meeting

When urgent matters arise that cannot wait until the next AGM, an Extraordinary General Meeting (EGM) may be convened to seek formal shareholder approval.

Fiduciary Duty

The legal obligation of board members to act in the best interests of the organisation and its stakeholders at all times.

General Counsel

Is the senior legal adviser to an organisation, responsible for providing legal guidance to the board and managing legal risk.

Good Governance

Directing an organisation in a way that is transparent, accountable, and aligned with the best interests of its stakeholders is the essence of good governance.

Governance Model

The structural framework that defines how authority and decision-making are distributed across the board and management of an organisation.

GRC, (Governance, Risk, and Compliance)

Is an integrated framework through which organisations manage governance, risk, and regulatory compliance.

Griffier

Responsible for maintaining records and supporting formal proceedings, a griffier serves as the official clerk or secretary of a legislative or governmental body.

Groupthinking

A phenomenon where the desire for consensus within a board leads members to suppress dissenting views, resulting in poor decision-making.

Hybrid Meeting

The format of a board meeting that combines in-person and remote participation, allowing directors to attend from any location.

Incorporation

Is the legal process by which an organisation is formally registered as a distinct legal entity under applicable company or charitable law.

Independent Director

A board member with no material relationship to the organisation beyond their directorship, providing objective and impartial oversight.

Managing Director

Appointed by the board, the managing director is the senior executive responsible for leading the day-to-day operations of the organisation.

Meeting Action Items

Specific tasks assigned to individuals during a board meeting, with defined deadlines to ensure decisions are followed through.

Meeting Approval

At the start of most board meetings, the minutes of the previous meeting are reviewed and confirmed — this formal process is known as meeting approval.

Meeting Attendance

The formal record of which board or committee members were present or absent at a given meeting.

Meeting Charter

Clear and consistent meetings start with a meeting charter — a document that defines the purpose, structure, and procedural rules for board or committee gatherings.

Meeting Motions

Are formal proposals put forward during a board meeting to be debated and voted upon by members.

Motion Seconded

A motion seconded is the formal endorsement of a proposed motion by a second board member, enabling it to proceed to debate and vote.

Motion to Adjourn

Is a formal proposal to bring a meeting to a close, which officially ends proceedings once approved.

Motion to Reconsider

Is a procedural motion that allows the board to reopen and review a decision already made during the same meeting.

Nepotism

Is the practice of favouring relatives or personal associates in appointments or decisions, contrary to good governance principles.

Nomination Committee

A nomination committee is a standing board committee responsible for identifying and recommending candidates for board and senior leadership appointments.

Nominee Director

When a shareholder or investor holds sufficient influence, they may appoint a nominee director to represent their interests directly on the board.

Non-Executive Director

Unlike executive directors, a non-executive director is not part of the organisation's management team, but plays a vital role in providing independent oversight and strategic challenge.

Non-Profit Advisory Board

Is a group of external experts who provide guidance to a non-profit organisation's leadership without formal governance authority.

Non-Profit Board Committee

To ensure focused oversight across key areas, charitable organisations often establish board committees — dedicated subgroups responsible for specific governance responsibilities.

Note-Taker

Is the individual responsible for recording the proceedings and decisions of a board meeting to form the basis of the official minutes.

Notice of Meeting

Sent to board members ahead of an upcoming meeting, a notice of meeting is a formal communication specifying the date, time, location, and agenda.

Open Government Act

Designed to promote transparency in public life, the Open Government Act requires public bodies to make their records and decision-making processes accessible to citizens.

Operational Meeting

Unlike strategic or board-level meetings, an operational meeting is a regular internal meeting focused on the day-to-day management and execution of organisational activities.

Order of Business

Every meeting follows a structure. Order of business refers to the predetermined sequence in which agenda items are addressed during a board or committee meeting.

Overboarding

Holding too many board positions at once can compromise a director's effectiveness. This is known as overboarding, and it is a widely recognised governance concern.

Plenary Session

Some decisions require the full governing body to be present. A plenary session is a meeting of all board or assembly members convened specifically for this purpose.

Point of Information

When a factual clarification is needed mid-discussion, a member may raise a point of information — a brief interjection to ensure the board has accurate information before proceeding.

Point of Order

A formal objection to how a meeting is being conducted, a point of order can be raised by any member who believes the proceedings are not in accordance with the applicable rules.

Point of Personal Privilege

When a matter directly affects a board member's ability to participate, they may raise a point of personal privilege — a procedural request to have the issue addressed.

President

A senior leadership role found across many governance structures, the President is responsible for either chairing the board or leading executive management.

Private Board

Unlike their public counterparts, a private board governs a privately held organisation and is not subject to the public disclosure obligations required of listed companies.

Public Board

Governing a publicly listed or government organisation, a public board is held to enhanced transparency and regulatory standards not applicable to private entities.

Public Meeting

When community or civic matters require open discussion or decision-making, a public meeting provides a formally convened forum accessible to all members of the public.

Remuneration Committee

Executive pay decisions are overseen by the remuneration committee — a standing board committee that ensures compensation policies are fair and aligned with performance.

Risk Committee

Overseeing the organisation's risk management framework is the core responsibility of a risk committee — a board-level body that ensures significant risks are appropriately identified and addressed.

Robert's Rules of Order Public Comment

Refers to the structured process governing how members of the public may formally address a meeting under this procedural framework.

Robert's Rules of Order Speaking Time Limits

Procedural guidelines restricting how long each participant may speak on a matter, ensuring equitable and efficient debate.

Roll Call Vote

Is a voting method in which each member states their vote individually, creating a fully transparent and attributable record of each position.

Shadow Director

A person whose instructions the board habitually follows, without that person having been formally appointed as a director.

Staggered Board

Is a governance structure in which board members serve overlapping terms, with only a portion of seats up for election at any one time.

Strategic Risk

When events or decisions threaten an organisation's ability to reach its long-term goals, this is known as strategic risk.

Succession Planning

The process of identifying and preparing candidates to fill key leadership and board roles in the event of vacancy or transition

Sustainability Committee

Is a board or management-level committee responsible for overseeing the organisation's environmental, social, and governance (ESG) commitments.

Tie Vote

When votes cast in favour and against a motion are exactly equal,typically requiring the chairperson to exercise a casting vote.

Timekeeper

Responsible for monitoring the time allocated to each agenda item, the timekeeper helps ensure board and committee meetings run to schedule.

Two-Thirds Majority Vote

A two-thirds majority vote is a voting threshold requiring at least two-thirds of those voting to be in favour for a motion to be adopted.

Two-Tiered Board Structure

Separating governance into two distinct bodies, the two-tiered board structure operates with a supervisory board overseeing a separate management board.

Quorum

The minimum number of board or committee members who must be present for a meeting to be valid and decisions to be binding.

Vote of No Confidence

When a board formally expresses a lack of trust in a leader, which and may result in their removal from office.

FAQ

Here are answers to the most common questions asked by board administrators and governance professionals about board management software.