Taken from an article published by the IOD co-written by Steven Moe, Mele Wendt, and Caren Rangi
How often have you been in a board meeting where the chairperson asks for someone to move a motion, or asks for someone to second it. We all have – but what is the legal basis for it? Is this needless bureaucracy that takes time and effort to record, for decisions which are nearly always by consensus anyway? And what does the practice say about our conception of governance and the approach to board decision making itself?
The short answer is simple: there is no legal requirement for this. The obvious place to look is the Companies Act: that doesn’t require it, and neither does other legislation. Despite this, it has become ingrained in governance culture and is now very common, and even the default, for chairs to respond: “But, this is how we do things”. The Institute of Directors in its Board Meetings Practice Guide has minute templates that include details for all resolutions including who “moved” and “seconded” a motion. Should this be accepted as best practice though?
We want to question it to ensure that old paradigms of thinking about governance do not continue when they are no longer relevant or represent the wrong approach – for example, if they are based on a different mindset and conception that placed individualism over collective decision making.