Board Portal Glossary

Our Board Portal glossary is a helpful guide to understanding the language used in board meetings and governance. We want to make it easier for board professionals to understand the technical terms and acronyms that are often confusing. By bookmarking this page, you'll always have access to important definitions related to board meetings, governance and board portals.
If you have any questions, don't hesitate to contact us, we are here to help.

Abstention

What Is An Abstention?
Discover what abstention means in board meetings, learn about different types of abstention and the consequences of abstention.

Ad Hoc Committee

What is an Ad Hoc Committee?
Learn about the different types of ad hoc committee and how they can help address specific challenges.

Adjournment

What Is an Adjournment in Meetings?
Discover the definition of adjournment in organisational proceedings. Learn the differences between adjournment and recess.

Advisory Board

What Is an Advisory Board?
An advisory board is different from a board of directors. Find out how and what its role is within a business.

Advisory Board Role

What Are Advisory Board Roles and Responsibilities?
This article explains the key advisory board roles and responsibilities, including who makes up the board and what they do.

Advisory Committee

What Is an Advisory Committee?
Your advisory committee supports your board in making the best possible decisions. Read this page to find out how it achieves this aim.

Alternate Director

What Is an Alternate Director?
Boards sometimes require an alternate director to take the place of a sitting board member. This page explains why that might happen and what the rules are. 

Amendment

What Is an Amendment?
During a meeting, one party might move to make an amendment. This article explains the types of amendments, examples of their use and more.

Anglo-American Governance Model

What Is the Anglo-American Governance Model?
The Anglo-American governance model is a popular board framework in English speaking countries, but what is it and how does it work?

Annotations

What Are Board Document Annotations?
Find out about board document annotations, how they benefit decision making and the different types of annotation.

Annual General Meeting

What Is an Annual General Meeting?
An annual general meeting is a regular event that brings together board members and shareholders. This page explains how it works.

Annual Operating Plan

What Is an Annual Operating Plan?
A company’s annual operating plan is an important document for helping achieve its goals, but how does it work and what does it contain?

Audit Committee

What Is the Audit Committee?
The audit committee is pivotal to the running of the board. This article explains what the committee does and who sits on it. 

Audit Report

What Is an Audit Report?
The audit report plays an important role in transparency over financial statements and good governance. This article provides more details.

Board Administrator

What Is A Board Administrator?
Discover the crucial role of board administrators and their impact on effective governance. Learn about their responsibilities and qualifications.

Board Advisor Role

What Is the Board Advisor Role?
The board advisor role can help to guide a business towards its strategic goals and this article explains more about this important position.

Board Book

What Is A Board Book?
Learn what a board book is, what it should include and how to use it to maximise the efficiency and transparency of your board meetings.

Board Committee

What Are Board Committees?
Gain insight into the vital role of board committees in corporate decision-making and oversight.

Board Committee Charter

What Is a Board Committee Charter?
A board committee charter plays an important role in guiding the work of committees, but what does it contain and how does it aid governance?

Board Diversity

What Is Board Diversity?
Board diversity is a hot topic in the world of governance, and this article explains what it is and the different types of diversity.

Board Manual

What is a Board Manual?
Every board needs a board manual, and this article explains what should be included and why you need to keep it up-to-date.

Board Meeting Agenda

What Is A Board Meeting Agenda?
Learn what a board meeting agenda is, what to include in it and how to use it to keep your meeting on track.

Board Meeting Etiquette

What Is Board Meeting Etiquette?
Find out what board meeting etiquette is and why failing to enforce it in your directors can be detrimental to your meetings.

Board Member Agreement

What Is A Board Member Agreement?
A board member agreement is an important document for ensuring the board runs as it should. Find out how here.

Board of Directors

What Is the Board of Directors?
Many companies have a board of directors, but what does the board do, who serves and what are its responsibilities? This article explains more.

Board of Trustees

What Is a Board of Trustees?
How does a board of trustees differ from a board of directors and what function does it hold within an organisation?

Board Officer

What Is a Board Officer?
A board officer is one of the key elements of the board, but which positions do officers hold, what do they do and how are they elected?

Board Portal

What Is A Board Portal?
Find out what a board portal is and how it can help you streamline your board meetings and make informed decisions.

Board President

What Is A Board President?
Learn what a board president is and explore the qualifications and traits necessary to successfully fill this role.

Board Recruitment

What Is Board Recruitment?
Board recruitment is essential to fill gaps and improve governance for the business. This article explains the process of recruiting directors.

Board Resolution

What Is A Board Resolution?
Find out what a board resolution is, discover the different types of board resolutions and how they are used to make important decisions.

Board Secretary

What Is a Board Secretary?
The board secretary is one of the key roles in corporate governance and this page explains how the secretary serves the board to help it achieve its goals.

Byelaws

What are Byelaws?
Get a deep dive into what byelaws are, what they cover, and how they ensure effective governance.

CAB

What Is a CAB?
A CAB is a change advisory board, which has significant responsibility within an organisation. This article explains what it does and how it works.

Call the Question

What Is “Call the Question”?
Occasionally in board meetings, a member will call the question. But what does that mean and what effect does it have?

Call to order

What is a Call to order?
In most meetings, there are many topics on the agenda to be covered in a limited window of time. Therefore, it’s important to be formal and keep the board members focused on the matters at hand.

Casting Vote

What Is a Casting Vote?
The casting vote might be used in a meeting as a way of breaking a deadlock. This page explains who has the vote, how they use it and when they cannot.

CEO Report

What Is a CEO Report?
The CEO report is a regular analytic tool for assessing the progress of the organisation. This article shows you what it should include.

Chairman of the Board

What Is a Chairman of the Board?
The chairman of the board, or chairperson, is the highest authority figure on the board of directors. Their function is specified in their organisation's bylaws.

Chairman vs President

Chairman vs President
They are two major roles in an organisation, but when it comes to chairman vs president, what are the differences and when do they collaborate? Find out here.

Chairperson of a Committee

Who Is the Chairperson of a Committee?
Find out how to appoint the chairperson of a committee and what their responsibilities are in relation to both the committee and the main board.

Chatham House Rule

What Is The Chatham House Rule?
Discover the purpose and key features of the Chatham House Rule – the guideline that promotes confidentially and open discussions.

Citizen Engagement

What Is Citizen Engagement? 
Citizen engagement is an important part of local government, but how does it work, what forms does it take and what are the benefits?

Citizen Participation

What Is Citizen Participation?
Citizen participation is used by government organisations to involve the public in the work of such bodies. This page explains the types of participation and challenges to it.

Code of Conduct

What Is a Code of Conduct?
Having a code of conduct for your board is essential for compliance and risk management. This page explains more about what is involved.

Committee Management System

What is a Committee Management System?
A committee management system is a useful resource for a government agency. Found out how it helps governance within councils and other bodies here.

Committee Report

What Is a Committee Report?
A committee report is a key tool in distributing the findings and recommendations on topics to the board as a whole. Find out how it works here.

Conflict of Interest

What Is A Conflict of Interest for Board Members? 
During the board’s work there may be a conflict of interest arise for a board member. Find out how to identify and mitigate conflicts.

Consensus

What is Consensus in Board Meetings?
Sometimes board meetings reach decisions by consensus, but what is consensus in a board meeting and how do you record decisions?

Consent Agenda

What Is a Consent Agenda?
Find out what a consent agenda is for a board meeting, what it usually includes and how it benefits the work of the board.

Corporate Governance

What Is Corporate Governance?
Good corporate governance is essential for companies to operate to thief full potential. But what is it and how do boards achieve it?

Corporate Governance Framework

What Is a Corporate Governance Framework?
A corporate governance framework is an essential element of the business’s operations, but how does it work and what does it involve? This article explains all.

Corporate Resolution

What Is a Corporate Resolution?
Find out everything you need to know about what a corporate resolution is, what it is used for and the elements that comprise one.

Council Committee

What is the Council Committee?
A council committee is an advisory body within the City Council that focuses on specific policy areas and topics before they are discussed in the full council.

Council Information Letter

What is a Council Information Letter?
A Council Information Letter (CIL) is a formal communication tool used by the Executive Board to inform the City Council about specific topics.

D and O

What are D and O?
D and O stands for directors and officers, but what does that mean and what do they do on a board? Find out here.

De Facto Director

What Is a De Facto Director?
A company might have a de facto director on the board, but what does that mean and what role do they play in governance

DEI Committee

What Is the DEI Committee?
The DEI committee is responsible for helping the organisation act in an inclusive and equitable manner and this article explains more about how it works.

Determination Letter

What is a Determination Letter?
What is a determination letter for the board of a non-profit organisation? Find out what it is and what that means in this article.

Digital Accessibility

What Is Digital Accessibility?
Digital accessibility is essential for government organisations in order to allow all citizens to participate in the process. This page explains more.

Director

What Is a Director?
A director serves on the board of a company, but what are their roles and responsibilities, and what attributes make a successful director?

Directors Insurance

What Is Directors’ Insurance?
Directors’ insurance is essential for board members. This page explains what it is and the different types of insurance available.

Directors’ Duty of Care

What Is the Directors’ Duty of Care?
The directors’ duty of care relates to board members’ responsibilities towards stakeholders. This article explains how it works.

Disclosure Committee

What Is a Disclosure Committee?
The disclosure committee plays a pivotal role in compliance, and this article explains its obligations and composition.

Ethical Responsibility

What Is Ethical Responsibility?
Ethical responsibility is essential for boards and provides a range of benefits for the organisation. This article explains more in detail.

Ex-Officio Board Member

What Is an Ex-Officio Board Member?
An ex-officio board member joins a board to impart their expertise, but can they vote and what are their responsibilities? Find out here.

Executive Board

What Is an Executive Board?
This article explains what an executive board is, how it operates and who sits on the board. Find out how it differs from a board of directors.

Executive Committee

What Is the Executive Committee?
The executive committee is separate from the main board but answers to it. Find out who sits on the executive committee and what its role is.

Executive Session

What Is an Executive Session?
An executive session is a meeting within a meeting, but how do you conduct it and record the outcomes?

Extraordinary General Meeting

What Is an Extraordinary General Meeting?
An extraordinary general meeting is a meeting of the board and shareholders held between AGMs. Find out what it is and why companies hold them.

Fiduciary Duty

What Is Fiduciary Duty?
Directors have a fiduciary duty to the company and its stakeholders. This page explains more and puts the term in context.

General Counsel

What Does a General Counsel Do?
People often ask ‘what does a general counsel do?’ This article explains the role, from legal advice and compliance to corporate governance and strategic planning.

Good Governance

What Is Good Governance?
Good governance is at the heart of effective organisations, but what are the principles of good governance and how to apply them?

Governance Model

What Is a Governance Model?
Your governance model dictates how you oversee and structure the running of your business. This article explains about the different models and their importance.

GRC

What Is GRC?
Governance, risk and compliance frameworks support organisational strategy and operations, but what is the GRC meaning and purpose?

Griffier

What is a Council clerk?
The Council Clerk is the chief administrative officer supporting the City Council and plays a key role in local democracy.

Groupthink

What Is Groupthink?
Groupthink on a board should be avoided as much as possible as it can lead to a number of negative outcomes. This page shows you what to look for.

Hybrid Meeting

What Is a Hybrid Meeting?
A hybrid meeting is a method of getting participants in multiple locations together, but how do they work and what are the benefits and challenges.

Incorporation

What Is an Incorporation?
Incorporation separates the firm's assets from its owner and shareholders, but how does it work and what does it involve? This page explains.

Independent Director

What Is An Independent Director? 
An independent director provides a point of difference on a board, but what do they bring to the table and what are their responsibilities?

Managing Director

What Is a Managing Director?
A managing director is a senior executive with a role to play in running a company. Find out what the position involves on this page.

Meeting Action Items

What are Meeting Action Items?
Find out what meeting action items are, why they are important, what elements they should contain and best practices for effective governance.

Meeting Approval

What Is A Meeting Approval?
Get a clear understanding of what a board meeting approval is, when it is needed and which factors should be considered.

Meeting Attendance

What Is Meeting Attendance?
Companies can track board meeting attendance. Find out why accountability is important and what the consequences are of poor attendance.

Meeting Charter

What Is a Meeting Charter?
A meeting charter is a way of improving your meeting process. This page explains what it is, what it includes and how it works.

Meeting motions

What are Meeting Motions?
Learn what meeting motions are, the different types and how to vote on a motion at a meeting.

Motion Seconded

What Is a Motion Seconded?
What does motion seconded mean and how does it affect the procedure of a board meeting? This article explains more.

Motion to Adjourn

What Is a Motion to Adjourn
A motion to adjourn happens to draw the meeting to a close. This article explains when it can happen and the procedure for the motion.

Nepotism

What Is Nepotism?
Companies should be wary of allowing nepotism to occur. But what is nepotism and how can it damage businesses? This article answers these questions.

Nomination Committee

What Is the Nomination Committee?
Find out what the nomination committee is, who sits on it and what its responsibilities are, as well as learning about its relationship with the board.

Nominee Director

What Is a Nominee Director?
Some boards contain a nominee director, but what does that mean and what responsibilities do they hold? This article explains.

Non-Executive Director

What Is a Non-Executive Director?
A non-executive director can play a key role in the board’s work, but what does that involve and how is it different from an independent director?

Non-Profit Board Committee

Non-Profit Board Committees
There are various non-profit board committees charged with helping to run these organisations. Read this page to find out the types of committees and how they work.

Note-Taker

What Is a Note-Taker?
A note taker plays a key role in the way a meeting runs and is followed up. This page explains their role, the skills they need and tools they use.

Notice of Meeting

What Is a Notice of Meeting?
Learn what a notice of meeting is in board meetings, when to send it and what to include in it.

Open Government Act

What Is the Open Government Act?
The Open Government Act is a Dutch law related to government transparency. This page explains what that involves and how it works.

Operational Meeting

What Are Operational Meetings?
Operational meetings are essential to the running of the business and this page explains how they work, who attends and what they discuss and decide

Order of Business

What Is the Order of Business?
The order of business in a board meeting helps you maintain focus and efficiency. Find out what it involves and how it helps.

overboarding

What Is Overboarding?
Overboarding is a trending topic for boards and investors across the world, but what does it mean and what are the risks involved?

Plenary Session

What Is A Plenary Session?
What is a plenary session for a board of directors, why is it important and how does it differ from other types of meeting? 

Point of Information

What Is A Point of Information?
Members can use a point of information, or request for information, in a meeting, but when is it appropriate and what should you avoid?

Point of Order

What Is a Point of Order?
During a meeting, an attendee might raise a point of order. This article explains what that is, what the procedure is for raising and what the outcomes might be.

Point of Personal Privilege

What Is A Point of Personal Privilege?
In the midst of a discussion, a board member might request to make a point of personal privilege, but what does that mean?

President

President vs CEO: What Is the Difference?
They are both important roles in an organisation, but when it comes to president vs CEO, what are the differences in the roles and responsibilities?

Private board

What Is a Private Board?
A private board is one that serves in a company that does not sell shares to the public. Find out how that affects how the board works.

Public board

What is a Public Board?
A public board is the board of directors of a publicly listed company. This page explains how it is structured and who holds it accountable.

Public Meeting

What is a Public Meeting?
A public meeting is one in which citizens can witness the workings of local government. This article describes the types of public meetings and why bodies hold them.

Quorum

What is a Quorum?
Get a clear, concise overview of what quorum is and its significance in modern organisations.

Remuneration Committee

What Is the Remuneration Committee?
The remuneration committee is one of the committees of a board of directors and this page explains what it does and how it contributes to the board’s work

Risk Committee

What Is the Risk Committee?
The risk committee holds an important role in the structure of the board of directors and this page explains what it does and how it functions.

Robert’s Rules of Order Public Comment

What Are Robert’s Rules of Order for Public Comment?
Robert’s Rules of Order public comment facility provides citizen input on local government meetings. This article explains how it works and how to implement it into your meetings.

Roll Call Vote

What Is A Roll Call Vote?
Learn what a roll call vote is in board meetings and how it can help increase transparency and accountability.

Shadow Director

What Is a Shadow Director?
A shadow director can sit on a board even though they are not an official director. Understand more about this role on this page.

Staggered Board

What Is a Staggered Board?
Some companies opt for a staggered board structure in order to maintain consistency on their board and avoid hostile takeovers. This page explains how it works.

Strategic Risk

What Is Strategic Risk?
It is essential for companies to monitor and manage strategic risk, but what is strategic risk and what are some examples of it?

Succession Planning

What Is Succession Planning?
Succession planning is key to an organisation’s long term future and success. This page explains what it is and the process to achieve it.

Sustainability Committee

What Is the Sustainability Committee?
The sustainability committee is a significant element of the board structure and this page explains what it is and what it does.

Tie Vote

What is a Tie Vote?
A tie vote in a board meeting requires a resolution. This article explains what it is and how to resolve it.

Timekeeper

What Is a Timekeeper? Definition
This page features a timekeeper definition to help you understand the role that this person plays in a board meeting.

Two-Tiered Board Structure

What Is a Two-Tiered Board Structure?
A two-tiered board structure is a popular governance device in some parts of the world. Find out what it is and how it works on this page.

Vote of no confidence

What Is a Vote of No Confidence?
On occasion, there might be a need to call a vote of no confidence, but under what circumstances and what is the correct procedure?