The Companies Act 2006 represented the biggest reform of UK company law for over a hundred years. As such it is important that all Directors are aware of their responsibilities and ensure they do their utmost to follow the measures outlined in the Act. One way of suggesting that a company has complied with the Act is through the minutes produced from board meetings. By taking clear minutes of each board meeting a company can help to prove their compliance with the Act. Of course, just making a note that something has been done in a board meeting is not enough, the action must have taken place and been followed through. We suggest including the following items within a board agenda, to go someway to helping ensure compliance with the Companies Act:
• Declaration of Conflicts of Interests – It is vital that Directors declare if they have a conflict of interest which may cloud their ability to serve a company properly. This can be a very complicated area and may require legal advice if a potential conflict arises.
• Approval of minutes from last meeting – Directors must sign a copy of their board minutes annually. We suggest Directors sign every set of their board minutes for thoroughness.
• Health & Safety – The safety of employees is paramount, especially for companies that operate machinery. A full risk assessment must be carried out. Monthly reports on any accidents and near-misses, along with what is being done to rectify any identified issues, is advisable.
• Risk Register & Bribery Act Log – By having a risk register that is regularly updated companies can show that they have considered all shareholders in relation to any decision that the board may make. This rule is one of the most important in the Companies Act and therefore must always be present in a director’s mind. The Bribery Act 2010 was created to ensure businesses operate in an ethical way. By keeping a Bribery Act log and reviewing this at board meetings, companies should comply with the Bribery Act.
• Policy Review – It is easy for companies to write their policies when first building a company, and then as new acts of legislation come into force. However, it is essential to continuously review company policies to ensure that all areas are covered. Having a document listing all company policies and reviewing just a few in each board meeting, so that all are covered in a twelve month period, will ensure policies are as up to date as possible, lowering the chances of non-compliance.
• Corporate Social Responsibility – The subject of CSR is an ever important factor that companies must take into consideration. In certain industries standards may exists against which companies can benchmark themselves. Companies should outline any activities they may engage in which will contribute to achieving good CSR.
• Environmental Management – Every company has a duty to ensure that their activities are as environmentally friendly as possible. For some companies, such as those in the waste management sector, a fuller policy may need to be devised than a solicitors firm, for example.
Wellmeadow can help companies stay compliant through the assistance we provide in chairing board meetings. To find out more, why not contact us?