Board and Committee Administration
Expert-defined terms from the Certified Professional in Corporate Governance for Executive Assistants (United Kingdom) course at London School of Business and Administration. Free to read, free to share, paired with a professional course.
Agenda Management – the process of preparing, circulating, and updating t… #
Related terms: Board meeting, minutes. A well‑structured agenda helps the executive assistant allocate time for each item, ensuring that strategic discussions receive appropriate focus. Practical application includes using a template that aligns agenda items with the board’s strategic plan. A common challenge is last‑minute additions that can disrupt timing and reduce effectiveness.
Audit Committee – a sub‑committee of the board tasked with overseeing fin… #
Related terms: financial statements, risk committee. The assistant prepares committee packs, tracks audit schedules, and liaises with external auditors. Practical use: Maintaining a calendar that aligns audit timelines with board meetings. A frequent difficulty is managing confidential information while ensuring timely distribution to all members.
Board Charter – a formal document that defines the board’s purpose, compo… #
Related terms: terms of reference, governance framework. The charter guides the executive assistant in setting up induction programmes and monitoring compliance. For example, referencing the charter when assigning committee memberships ensures alignment with expertise requirements. A challenge is keeping the charter up‑to‑date as regulatory expectations evolve.
Board Confidentiality – the obligation to protect sensitive board informa… #
Related terms: confidentiality agreement, information security. The assistant enforces secure file‑sharing platforms, uses password‑protected documents, and reminds members of their duties. Practical scenario: Redacting draft minutes before circulation. Difficulty often lies in balancing transparency with protection, especially when external stakeholders request access.
Board Minutes – the official written record of board discussions, decisio… #
Related terms: meeting minutes, resolution register. Accurate minutes are essential for legal compliance and future reference. The assistant records minutes in real time, verifies factual accuracy, and archives them in a searchable repository. Example: Tagging each decision with a unique identifier for easy retrieval. Common challenges include capturing nuanced debates without bias and meeting statutory filing deadlines.
Board Portal – a secure, digital platform that hosts board documents, age… #
Related terms: e‑boardroom, document management system. The portal streamlines distribution, reduces paper waste, and provides audit trails. An executive assistant may upload draft packs, set access permissions, and monitor download activity. Practical issue: Ensuring all directors are comfortable with the technology, which may require training sessions. A typical obstacle is integrating legacy systems with the portal.
Board Resolutions – formal decisions recorded in writing, often required… #
Related terms: resolution register, board minutes. Resolutions may cover matters such as authorising loans, approving remuneration, or appointing auditors. The assistant drafts resolutions, circulates them for signature, and logs them in a register. Example: Using e‑signature tools to expedite approval. Challenges include verifying that resolutions meet legal thresholds and that signatories have the appropriate authority.
Board Secretariat – the administrative function that supports the board’s… #
Related terms: corporate secretary, governance office. Responsibilities include organizing meetings, maintaining statutory registers, and ensuring compliance. The executive assistant often works within the secretariat, handling day‑to‑day logistics. Practical example: Coordinating the annual filing of statutory returns. A frequent difficulty is juggling multiple regulatory calendars while maintaining service quality.
Board Structure – the composition and organisation of the board, includin… #
Related terms: board composition, committee charter. A clear structure supports effective oversight and decision‑making. The assistant may maintain a director‑profile database, track skill gaps, and assist in succession planning. Example: Creating a matrix that maps director expertise to committee needs. Challenges arise when balancing independence with sector expertise.
Board Terms of Reference (ToR) – a document that outlines the scope, auth… #
Related terms: committee charter, board charter. ToRs guide the assistant in preparing relevant documentation and monitoring compliance. Practical use: Checking that each agenda item aligns with the ToR before distribution. A common obstacle is ensuring that ToRs are reviewed periodically to reflect changing risk landscapes.
Board Training – educational programmes designed to enhance directors’ kn… #
Related terms: continuing professional development, induction programme. The executive assistant may arrange workshops, source external trainers, and track attendance. Example: Scheduling a half‑day session on emerging ESG regulations before the next board meeting. Challenges include fitting training into busy schedules and measuring its impact on board performance.
Boardware – specialised software that supports board functions such as ag… #
Related terms: board portal, e‑governance tools. Boardware improves efficiency and auditability. The assistant may evaluate vendors, configure settings, and provide user support. Practical scenario: Generating a compliance report from the system after each meeting. Difficulty often lies in data migration from legacy systems and ensuring user adoption.
Chairperson – the director elected to lead the board, set meeting tone, a… #
Related terms: lead director, board chair. The executive assistant supports the chair by preparing briefing notes, managing time, and handling follow‑up actions. Example: Drafting a pre‑meeting briefing that summarises key risks. A challenge is balancing the chair’s strategic oversight with the need for operational detail.
Conflict of Interest (COI) – a situation where a director’s personal inte… #
Related terms: COI register, independence. The assistant maintains a COI register, circulates disclosure forms, and flags potential breaches. Practical example: Reminding a director to recuse themselves from a vote on a related transaction. Challenges include identifying indirect conflicts and ensuring timely reporting.
Corporate Governance – the system of rules, practices, and processes by w… #
Related terms: governance framework, board charter. Good governance promotes accountability, transparency, and long‑term value creation. The executive assistant contributes by ensuring compliance with governance policies and facilitating board communication. Example: Aligning board pack content with the company’s governance statement. A persistent difficulty is keeping pace with evolving regulations such as the UK Corporate Governance Code.
Corporate Secretariat – the department responsible for legal compliance,… #
Related terms: board secretariat, company secretary. The assistant often works within this function, handling document preparation, filing, and stakeholder liaison. Practical use: Submitting annual returns to Companies House. Challenges include managing simultaneous deadlines for multiple jurisdictions.
Delegated Authority – the powers granted by the board to senior managemen… #
Related terms: board resolution, authorisation matrix. The assistant tracks delegated‑authority registers and ensures that any actions outside limits are escalated. Example: Maintaining a spreadsheet that records spending thresholds for each manager. A key challenge is monitoring compliance in fast‑moving environments.
Director – an individual appointed to the board to provide strategic over… #
Related terms: non‑executive director, executive director. The executive assistant supports directors by organising inductions, updating profiles, and coordinating travel. Practical scenario: Arranging a director’s attendance at an industry conference that aligns with board interests. Challenges include managing directors’ varying availability and ensuring independence standards are met.
Directors’ Indemnity – a legal protection that shields directors from per… #
Related terms: indemnity insurance, liability cover. The assistant may liaise with insurers, maintain policy documents, and advise directors on coverage limits. Example: Providing a summary of indemnity terms before a high‑risk decision. Challenges arise when insurers raise premiums due to regulatory changes.
Executive Assistant (EA) – a senior administrative professional who provi… #
Related terms: board secretary, personal assistant. The EA’s role encompasses agenda preparation, minute taking, stakeholder liaison, and governance compliance. Example: Drafting a board‑level briefing on a new regulatory change. Challenges include juggling multiple priorities while maintaining confidentiality.
Governance Framework – the collection of policies, procedures, and struct… #
Related terms: board charter, risk management policy. The assistant ensures that board packs reflect the latest framework updates. Practical use: Cross‑checking that each agenda item aligns with an underlying policy. A typical obstacle is integrating disparate policies into a cohesive, user‑friendly system.
Governance Risk and Compliance (GRC) – an integrated approach to managing… #
Related terms: risk register, compliance programme. The EA may assist by maintaining GRC dashboards and distributing reports to the board. Example: Summarising key risk indicators for the audit committee. Challenges include data silos and ensuring that risk information is presented in an understandable format.
Governance Statement – a public disclosure that outlines how a company ad… #
Related terms: annual report, corporate governance report. The assistant may gather evidence, draft sections, and coordinate sign‑off. Practical scenario: Incorporating board‑level ESG metrics into the statement. A challenge is presenting complex governance data succinctly for shareholders.
Governance Toolkit – a set of resources, templates, and checklists that s… #
Related terms: board pack template, policy library. The EA uses the toolkit to standardise document formats and ensure consistency. Example: Applying a pre‑approved agenda template for each meeting. Common difficulty is keeping the toolkit current with regulatory updates.
Induction Programme – a structured onboarding process for new directors t… #
Related terms: director onboarding, board training. The assistant coordinates sessions, prepares reading material, and arranges meetings with senior staff. Practical example: Scheduling a half‑day briefing on the company’s risk appetite. Challenges include tailoring content to diverse backgrounds and ensuring retention of information.
Intention to Resign Letter – a formal notice submitted by a director indi… #
Related terms: board resignation, notice period. The executive assistant logs the resignation, updates the register, and initiates succession planning. Example: Notifying the chair and preparing a communication plan for shareholders. A difficulty can be managing the transition while maintaining board stability.
Internal Controls – policies and procedures designed to ensure reliabilit… #
Related terms: audit committee, risk management. The assistant may circulate control‑assessment reports to the board and track remediation actions. Practical scenario: Summarising control weaknesses identified by internal audit. Challenges include translating technical control language into board‑friendly narratives.
Joint Working Agreements – arrangements that define how the board collabo… #
Related terms: memorandum of understanding, collaboration protocol. The EA may draft, review, and archive these agreements. Example: Maintaining a repository of all joint‑working documents for audit purposes. A common obstacle is aligning differing confidentiality requirements.
Key Performance Indicators (KPIs) – measurable values that demonstrate ho… #
Related terms: strategic metrics, board scorecard. The assistant compiles KPI dashboards for board review. Practical use: Presenting quarterly KPI trends alongside commentary. Challenges include selecting indicators that balance short‑term performance with long‑term sustainability.
Legal Register – a record of all statutory obligations, filing dates, and… #
Related terms: compliance calendar, filing deadline. The executive assistant updates the register, sends reminders, and ensures filings are lodged on time. Example: Tracking the deadline for the Companies House annual return. Difficulties arise when multiple jurisdictions impose differing filing regimes.
Letter of Authority – a document that authorises a person or entity to ac… #
Related terms: power of attorney, delegated authority. The assistant may draft, execute, and file letters of authority for transactions such as bank account opening. Practical scenario: Confirming the signatory’s authority before a large purchase. Challenges include verifying authenticity and maintaining a central record.
Meeting Logistics – the coordination of venue, technology, catering, trav… #
Related terms: boardroom setup, virtual meeting platform. The executive assistant handles invitations, room bookings, and equipment testing. Example: Arranging a hybrid meeting with simultaneous video‑streaming and in‑room seating. Common challenges are technical failures and last‑minute attendee changes.
Minutes Action Tracker – a tool that records decisions, assigned responsi… #
Related terms: action register, follow‑up log. The assistant updates the tracker after each meeting and monitors progress. Practical use: Sending weekly status updates to directors on pending actions. A difficulty is ensuring that owners update the tracker promptly.
Non‑Executive Director (NED) – a board member who does not partake in day… #
Related terms: independence, board composition. The EA may schedule NED-specific briefings, manage conflicts of interest disclosures, and support their committee roles. Example: Arranging a one‑to‑one session with the audit committee chair. Challenges include balancing NEDs’ external commitments with board availability.
Nomination Committee – a board committee responsible for identifying, eva… #
Related terms: board composition, succession planning. The assistant prepares candidate dossiers, organises interview panels, and records recommendations. Practical scenario: Compiling a skill‑gap matrix to support nomination decisions. A common obstacle is aligning candidate availability with the board’s timetable.
Obligation Register – a comprehensive list of contractual and statutory o… #
Related terms: legal register, compliance calendar. The executive assistant updates the register, flags upcoming due dates, and coordinates with legal counsel. Example: Noting the renewal date for a licence and notifying the relevant department. Challenges include integrating obligations from multiple business units into a single view.
Operating Manual – a document that outlines day‑to‑day procedures for boa… #
Related terms: governance toolkit, board procedures. The assistant may author or revise the manual to reflect best practices. Practical use: Referencing the manual when establishing a new virtual meeting process. Difficulties often stem from keeping the manual aligned with rapid technology changes.
Panel of Directors – the collective group of individuals serving on the b… #
Related terms: board composition, director profile. The executive assistant maintains a current roster, updates biographies, and tracks tenure. Example: Generating a diversity report for the annual governance review. Challenges include ensuring data accuracy and managing privacy concerns.
Performance Review – an assessment of a director’s contribution, effectiv… #
Related terms: board evaluation, self‑assessment questionnaire. The assistant coordinates the distribution of evaluation forms, collates responses, and prepares summary reports. Practical scenario: Presenting aggregated scores to the chair for discussion. A common hurdle is achieving candid feedback while preserving confidentiality.
Policy Governance – a model that separates strategic direction (policy) f… #
Related terms: board charter, management delegation. The assistant helps document policies, disseminate them to relevant parties, and monitor compliance. Example: Creating a policy statement on dividend distribution for board approval. Challenges include ensuring that policies are not overly prescriptive, which can impede managerial flexibility.
Pre‑Meeting Briefing – a concise document provided to directors ahead of… #
Related terms: board pack, agenda notes. The executive assistant assembles briefing material, highlights critical points, and ensures distribution within the set timeline. Practical use: Flagging a pending regulatory deadline that needs board endorsement. Challenges involve distilling complex information without oversimplifying.
Regulatory Filings – mandatory submissions to bodies such as Companies Ho… #
The executive assistant prepares, reviews, and lodges filings, ensuring accuracy and timeliness. Practical scenario: Uploading the annual report to the Companies House portal. Challenges include navigating differing filing formats and staying ahead of filing deadlines.
Risk Appetite Statement – a formal declaration of the amount and type of… #
Related terms: risk register, GRC. The assistant may circulate the statement for board approval and track alignment with operational risk assessments. Example: Embedding the risk appetite in the strategic plan documentation. A key difficulty is translating abstract risk tolerance into measurable thresholds.
Risk Register – a living document that records identified risks, their li… #
Related terms: risk appetite, GRC. The executive assistant updates the register, distributes it to relevant committees, and monitors remediation progress. Practical use: Presenting a heat map of top risks at the audit committee meeting. Challenges include ensuring consistency in risk categorisation and avoiding information overload.
Strategic Planning Session – a dedicated board meeting focused on long‑te… #
Related terms: board retreat, vision statement. The EA arranges off‑site venues, facilitates workshop materials, and records outcomes. Practical scenario: Using SWOT analysis worksheets to capture director insights. Challenges include managing divergent viewpoints and translating strategic concepts into actionable plans.
Succession Planning – the systematic approach to identifying and developi… #
Related terms: nomination committee, director development. The assistant may maintain a talent pipeline database, schedule development sessions, and track progress against succession milestones. Example: Creating a succession timeline for the CFO role. A difficulty is balancing confidentiality with transparency for stakeholders.
Table of Contents (Board Pack) – an organised list that outlines the sect… #
Related terms: agenda, minutes. The executive assistant prepares the table, ensuring logical flow and ease of navigation. Practical use: Numbering sections to facilitate reference during discussions. Challenges include updating the table promptly when last‑minute documents are added.
Teleconference Protocol – the set of guidelines governing the conduct of… #
Related terms: virtual meeting platform, board portal. The assistant ensures that participants have secure access, records attendance, and distributes recordings where appropriate. Example: Verifying that all directors have two‑factor authentication before joining. Common issues involve connectivity problems and maintaining confidentiality in a remote environment.
Third‑Party Due Diligence – the investigation of external parties such as… #
Related terms: risk register, audit committee. The executive assistant may coordinate the collection of due‑diligence reports, summarise findings, and circulate to the board. Practical scenario: Presenting a due‑diligence summary for a potential joint venture. Challenges include handling large volumes of data and ensuring objective assessment.
Time Allocation Matrix – a tool that maps agenda items to projected time… #
Related terms: agenda management, meeting logistics. The assistant creates the matrix, aligns it with director availability, and monitors adherence during the meeting. Example: Allocating 15 minutes for a strategic discussion and 10 minutes for a compliance update. Difficulties arise when discussions exceed allocated time, requiring real‑time adjustments.
Virtual Boardroom – a secure, cloud‑based environment that enables direct… #
Related terms: board portal, e‑voting. The executive assistant configures access, uploads materials, and provides technical support. Practical example: Hosting a live chat function for directors to ask questions during a virtual AGM. Challenges include ensuring cybersecurity and accommodating varying levels of digital proficiency.
Welcome Pack – a collection of introductory documents supplied to newly a… #
Related terms: induction programme, director profile. The executive assistant assembles the pack, ensures it is up‑to‑date, and arranges a welcome briefing. Practical use: Including a glossary of board terms to accelerate learning. Challenges involve tailoring the pack to the director’s experience level while maintaining consistency.
Working Paper – a draft document prepared for board discussion, often con… #
Related terms: board pack, agenda item. The assistant circulates working papers ahead of meetings, tracks revisions, and ensures the final version is archived. Example: A financial forecast working paper for the upcoming budget approval. A difficulty is managing multiple versions and ensuring that the latest iteration is the one discussed.