Corporate Governance and Business Administration

01Purpose and scope

• This manual supports the course Corporate Governance and Business Administration. It is written for board members, company secretaries, executives, finance and compliance staff, and administrators who handle the paperwork that keeps a company's decisions visible and defensible.
• The scope covers how a board and management divide authority, how decisions are prepared, recorded and reviewed, and how administrative functions such as minutes, statutory registers, filings and policy records support that work. It does not cover detailed tax planning, securities offering documents or litigation strategy. Those topics call for specialist advisers and fall outside this reference.
• This guidance does not replace qualified professional judgment, approved procedures or required authorization. Corporate law, listing rules and filing duties differ by jurisdiction and change over time, so confirm current requirements with the company's counsel, the company's constitutional documents and the relevant regulator.

02Core principles

• The board is responsible for strategy, oversight and the appointment and review of the chief executive. Management is responsible for running operations within the limits the board sets. Good governance depends on both groups knowing where their authority starts and stops, and on that boundary being written down rather than assumed.
• Decisions should be traceable. A reader who was not in the room should be able to see what was proposed, what information was available, who spoke to it, what was decided and who is responsible for follow-up. Most governance failures look like missing records rather than bad intent.
• Directors and officers must disclose personal or financial interests that could affect a decision, and they should step back from votes where the conflict is material. A conflict register is only useful if it is reviewed at each meeting and updated when circumstances change.
• Proportionality matters. A closely held company with three shareholders needs a lighter structure than a listed company with a large independent board. Adding committees, policies and reporting cycles costs time and attention, so each addition should answer a real risk or a legal requirement. Over-engineering can be as damaging as having no structure at all.

03Planning and preparation

• Start with a governance calendar for the year. It should list regular board and committee meetings, the annual general meeting or shareholder meeting if applicable, financial reporting dates, policy review dates, director training and any statutory filing deadlines that apply in your jurisdiction. Circulate the calendar early so that management can plan its reporting cycle around it.
• Confirm the governing documents before anything else. These usually include the articles or certificate of incorporation, the bylaws or equivalent constitution, shareholder agreements and any charters for board committees. Where documents conflict, the company's counsel should advise on which governs. Do not rely on a template from a previous organization without checking it against the current company's facts.
• Build or update the delegation of authority matrix. This table records which decisions the board reserves to itself, which it delegates to the chief executive, and which the chief executive may pass further down. Include approval thresholds for spending, contracts, hiring and asset disposal. Review the matrix whenever an officer changes role or a threshold no longer fits the business.
• Prepare the people side. Confirm each director's appointment papers, consent to act and conflict disclosures. Give new directors a briefing on the business, recent minutes, the risk register and the key policies. The company secretary typically owns this checklist and reports any gaps to the chair.
• Decide the standard board pack format before the first meeting. Agree on page limits, the deadline for circulation (many boards aim for several days before the meeting, but the right lead time depends on the complexity of the papers), the template for decision papers and the system used to distribute papers securely.

04Recommended workflow

1. 1
   : Agree the agenda with the chair. The company secretary drafts a proposed agenda from the governance calendar, open action items and requests from directors and executives. The chair approves it and decides which items need discussion and which can be noted or taken as consent items.
2. 2
   : Request papers from owners. Each agenda item should have a named owner who submits a short paper. A useful decision paper states the purpose, the recommendation, the options considered, the financial or risk implications, the approvals already obtained and the resolution proposed. The company secretary checks completeness before the pack is assembled.
3. 3
   : Check conflicts before circulation. Compare the agenda and papers against the conflict register. If a director has a material interest in an item, the paper should say so and the chair should plan how that director will be handled during discussion and voting.
4. 4
   : Assemble and circulate the pack. Number the pages, date the version and include the minutes of the previous meeting for approval. Send the pack through the agreed secure system, and keep a record of when each director received it. If papers arrive late, the chair should decide whether to defer the item rather than ask directors to decide on information they have not had time to read.
5. 5
   : Run the meeting with a record in mind. The chair keeps discussion focused, confirms the quorum at the start and records any declarations of interest. Resolutions should be worded precisely, and the chair should restate each resolution before the vote so the secretary can record it accurately. Dissenting views that a director asks to have recorded should be noted.
6. 6
   : Draft and approve the minutes. The company secretary prepares draft minutes within an agreed period, usually shortly after the meeting. Minutes should capture decisions, the reasons behind significant decisions, declarations of interest, abstentions and action items with owners and due dates. They are normally not a verbatim transcript. The chair reviews the draft, directors comment, and the board approves the minutes at the next meeting.
7. 7
   : Track actions and report back. Enter every action into a log with an owner, a due date and a status. Review open actions at the start of each meeting. Items that slip more than once should be escalated to the chair or to the relevant committee rather than quietly carried forward.

05Quality checks, risk controls and compliance

• Internal controls keep governance from depending on individual memory. The COSO Internal Control Framework is widely used as a structure for thinking about control environment, risk assessment, control activities, information and communication, and monitoring. Organizations do not have to adopt it formally, but its categories are a useful checklist when reviewing whether approvals and records are working as intended.
• Segregation of duties is a basic control. The person who requests a payment should not be the only person who approves it, and the person who records board decisions should not be the only person who checks that they were implemented. In small organizations full segregation may be impractical, so compensating controls such as independent review by the chair or a periodic sample check should be documented.
• Maintain a risk register that links each significant risk to an owner, a current rating, the controls in place and the date the risk was last reviewed. The board or its audit or risk committee should review the register on a set cycle and ask whether controls are operating, not just whether they exist on paper.
• Keep a compliance calendar covering filings, annual returns, licenses, tax deadlines in the relevant jurisdiction, data protection obligations and employment reporting. Assign a responsible person to each item. Regulatory requirements vary by country, state or province and industry, so the calendar should be built from the current requirements identified by counsel or the relevant regulator.
• Provide a confidential channel for raising concerns, and confirm that the audit committee or another independent body receives reports from it. The purpose is to surface problems early, not to create a process that discourages reporting. Where listed companies are involved, applicable exchange rules and securities law set additional requirements that should be checked with specialist advice.
• Be cautious with any framework that promises to remove risk entirely. Controls reduce the likelihood or impact of failures and create evidence, but they cost money and slow decisions. Each control should be justified against the risk it addresses, and the board should accept residual risk explicitly rather than assume it has disappeared.

06Collaboration and documentation

• The company secretary is usually the hub for governance documents, but the work depends on the chair, the chief executive, the chief financial officer, legal counsel and the heads of functions that submit papers. Agree a simple protocol that says who drafts, who reviews, who approves and how long each step should take. Write the protocol down and keep it with the governance calendar.
• Use version control for every board paper, minute and policy. A file name should show the document type, the meeting date and the version, and only one master copy should exist in the approved repository. Email attachments that circulate without a version number are a frequent source of confusion about which figures the board actually saw.
• Keep a decision log separate from the minutes if the board takes many operational decisions under delegated authority. The log can record each decision taken by the chief executive or a delegated officer, its value, the approval reference and the date it was reported to the board. This helps the board see what has been done in its name without reading every transaction.
• Store records according to a retention schedule that reflects legal requirements and business needs. Minutes, registers of directors and shareholders, and key contracts are normally kept for long periods, but the exact periods depend on jurisdiction and should be confirmed. Access should be restricted to people who need it, and the company should check that its storage platform keeps an audit trail.
• Communicate outcomes to the people who must act on them. A short summary after each meeting, sent to executives and relevant staff, helps turn resolutions into work. Keep the summary factual and avoid editorializing about directors' views.

07Measures and continuous improvement

• Measure the governance process as well as the outcomes. Useful indicators include the share of board papers circulated by the agreed deadline, the number of decision papers returned for missing information, the time taken to approve minutes, the percentage of actions closed on time, director attendance at meetings and committees, the number of conflicts declared and managed, and the count of audit or control findings still open past their due dates. The board should set its own targets for these measures rather than adopting figures from another organization.
• Review the delegation of authority matrix, the committee charters and the board calendar at least once a year. Ask whether the structure matched the decisions actually taken during the year. If the board repeatedly handled routine items, the threshold may be too low. If management routinely acted outside its authority, the matrix may be unclear or the reporting may be too slow.
• Run a periodic board effectiveness review. This can be a facilitated discussion, a written questionnaire or a combination. The results are most useful when the chair acts on two or three specific themes rather than producing a long list of general improvements. Track those themes at subsequent meetings until they are closed.
• Adjust for context. A growing company may need a separate audit committee, a formal remuneration process or an internal audit function. A company in financial distress may need more frequent meetings and closer reporting from management. A family business may need clearer rules about how family members and non-executive roles interact. Each change has a cost in time and cash, so the board should decide deliberately and record why.

08Common mistakes and how to prevent them

• Minutes that are either too thin to show what the board considered or so detailed that they read like a transcript. Prevent this by agreeing a house style with the chair and reviewing a sample set of minutes once a year against the decisions taken.
• Papers that arrive the day before the meeting. Prevent this by setting a circulation deadline in the governance calendar, reporting late submissions to the chair and deferring items where the information was not available in time.
• Conflicts that are noted at the start of the year and never revisited. Prevent this by putting conflict declarations on every agenda and by checking the register against each paper before circulation.
• A delegation of authority matrix that no longer matches the company. Prevent this by reviewing it after any change in officers, any significant transaction type that was not anticipated and at the annual review.
• Approvals obtained after the event, sometimes described as ratification of decisions already made. Occasionally ratification is appropriate and legally permitted, but routine use signals that controls are not working. Prevent this by making sure the approval route is clear before the commitment is made.
• Blurring the line between board and management. A director who starts giving operational instructions to staff, or an executive who presents only favorable information, weakens oversight. Prevent this by reminding directors of their role, by requiring management to report exceptions, and by giving the board direct access to the company secretary and internal or external auditors where appropriate.

09Practical checklist

• Confirm the governing documents and committee charters are current and available to all directors.
• Maintain a governance calendar that includes meetings, filings, policy reviews and director training.
• Keep the delegation of authority matrix up to date and reviewed at least once a year.
• Update the conflict register before each meeting and record declarations in the minutes.
• Circulate board papers through the agreed secure system by the agreed deadline, with version numbers.
• Record decisions, reasons for significant decisions, abstentions and action owners in the minutes.
• Approve minutes at the next meeting and store the signed copy in the approved repository.
• Track actions in a log, review open items at each meeting and escalate repeated slippage.
• Review the risk register and control evidence on a set cycle, with an independent route for concerns.
• Measure process indicators, agree targets with the board and act on the results at the annual review.

★Learning sources

• Micro Degree: Corporate Governance and Business Administration
• Micro Degree: Leadership and Team Management
• Micro Degree: Business Intelligence Management
• Micro Degree: ESG Advisory Services