Appendix 7 Conduct of the Board’s Business  

 1. Principles 

1.1 Board decisions must, wherever possible, be based on timely and accurate information, full agendas and documentation circulated to members in advance of meetings. Points for decision must be clearly identified in those documents. Decisions and the main reasons for them must be recorded in the minutes. 

1.2 When making decisions the Board should remain mindful of outcomes for customers in the decisions they take. 

1.3 The Board should have access to independent assistance and advice, when necessary without the involvement of senior employees. This should be agreed through the Chair. 

1.4 The Board should keep abreast of all relevant legislative and regulatory changes, and changes to operating frameworks. 

1.5 Each year, the Board will set aside time for a full discussion about it’s effectiveness and how it is conducting its business with a formal review taking place at least every three years to ensure best practice and that documentation is compliant with the latest legislation and regulations. 

1.6 The Company Secretary should have direct lines of communication with the Chair in order to maintain impartiality and to bring issues of concern directly to the Chair. 

2. Urgent decisions 

2.1 From time to time decisions need to be taken quickly which are outside of the authority delegated to officers and which cannot wait until the next scheduled Board or Committee meeting. There is a need for balance between quick decisions and the need for effective Board oversight. 

2.2 There are two main ways of responding to the need for urgent decisions. It is not possible to foresee all the circumstances that might arise and this means that the choice of response requires a judgement to be made. 

Chair's Action/ Urgency Procedure 

• This would be the normal way of coping with decisions within the spirit of the Business Plan but were not anticipated. This would require the Chair to consult with two other Board members but not necessarily by way of a formal meeting before determining what action to take. When Chair's action is taken the outcome must be reported to the next Board meeting together with a note of which members were consulted. 

Special Board Meeting 

• In exceptional circumstances or where Chair’s action indicates that there may not be a consensus position it might be necessary to hold a special Board meeting to consider a matter.