Board of Directors Meeting: Everything You Need to Know

A board of directors meetings is a formal meeting of the board of a company and serves to monitor, advise and control the management board or management and is required by law in many types of companies. These meetings are central to corporate governance and legal compliance.

The board of directors is a central body in many companies, as it monitors the management, advises on strategic issues and ensures compliance with legal requirements. But how is this body actually composed and who attends its meetings?

A board of directors is usually made up of employee and shareholder representatives. The exact composition depends on the type and size of the company. The board elects a chairman and deputy chairman from among its members. In boards with equal representation, the chairman can have a double vote in the event of a tie and chairs the meeting.

Regulations on staffing depending on the type of company:

• Stock corporation (AG): Board is required by law (at least three members)
• GmbH: A board is only mandatory for certain sizes or legal forms (§ 52 GmbHG in conjunction with MitbestG)
• GmbH & Co. KGaA / SE: special regulations, often with different committee structures (e.g. Administrative Board instead of board of directors in the case of the SE)

In principle, all members of the board of directors are obliged to attend. In addition, external experts or assistants may be called in as required, e.g. for complex financial, legal or IT issues. These guests do not have voting rights, but provide support in an advisory capacity.

Recording clerks, assistants or representatives of the legal department may also attend in order to provide organizational and legal support. In addition, experts and informants may be called in to provide advice, but do not have the right to vote.

The participation of external experts is generally regulated by the Chairman in consultation with the Board. The exact powers are based on the Board’s rules of procedure and relevant legal provisions.

In principle, a board of directors meetings is convened by the Chairman of the Board. However, according to the German Stock Corporation Act (Section 110 (1) AktG), any Board member or the Management Board can request that a meeting be convened if they state the purpose and reasons for doing so – stating the purpose is a legal requirement.

If the Chairman does not respond to this request, the applicants may also convene the Board themselves. The prerequisite is that they communicate the facts of the case and an agenda.

The board of directors has three central tasks that are closely linked and contribute significantly to corporate governance:

1. Monitoring the management board
The board examines whether the Management Board acts in a legally correct manner, manages risks and pursues the company’s objectives.

2. Strategic consulting
It advises on important decisions such as investments, mergers or restructuring and provides advice on individual measures or projects.

3. Control of finances and compliance
The board monitors the annual financial statements, risks and compliance with legal requirements.

The aim of the board of directors meeting is to reflect on corporate strategy decisions, assess risks, ensure compliance and review and approve management decisions.

For example, a study by the Universities of Göttingen and Marburg on “Co-determination in the Board” (2019) shows the added value of well-functioning board work, especially in times of crisis:

The course of a board of directors meeting is based on clear legal and organizational guidelines. It begins with the preparation, includes the agenda and ends with the passing of resolutions and the recording of minutes.

The invitation to the board of directors meeting must contain all essential information: Company name and registered office, place, date, time and convener. Each member must be invited personally and the agenda must be communicated in full.

If items on the agenda are missing or are submitted too late, resolutions on them are generally invalid unless all those present agree and those absent have the right to object.

Careful preparation is therefore essential for a legally compliant meeting.

The agenda determines which topics will be discussed at the meeting and is an integral part of the notice convening the meeting. Typical agenda items are

The agenda must be communicated in full and in good time in order to allow for the proper adoption of resolutions.

As a rule, Board members must be invited at least 14 days before the meeting. Resolutions may only be passed on items announced in good time unless all those present agree and those absent can object or cast their vote afterwards.

The Board often forms specialized committees to handle certain tasks more efficiently. The most important of these are:

These committees prepare decisions, deliberate intensively and report to the full Board.

Board of directors meetings can be divided into three main types:

  

Today, board of directors meetings can take place physically, hybrid or completely digitally. Physical participation in a common room remains the classic form.

Increasingly, companies are also relying on hybrid meetings, where some members are on site and others are connected via video conference.

Digital meetings offer flexibility and enable participation from anywhere. The prerequisite is that the articles of association or rules of procedure permit this and technical security is guaranteed.

Regardless of the format, all members must be able to exercise their rights in order to participate effectively in discussions and resolutions.

  

The Board’s decision-making is based on a formal vote – tacit consent is not sufficient (Section 108 (1) AktG). Resolutions must be clearly formulated and actively adopted.

The quorum usually depends on the articles of association. If there is no provision, the following applies: at least half of the members must take part in the vote. Abstentions count, mere presence does not.

The type of voting (e.g. open, written, digital) and the necessary majorities are regulated by the articles of association or rules of procedure.

All resolutions must be properly recorded so that they remain legally effective and can be traced at a later date.

Minutes play a central role in the work of the Board. They not only document processes and resolutions, but are also indispensable from a legal perspective. Every resolution must be clearly formulated and recorded in writing, as tacit consent is not sufficient; only expressly adopted resolutions are legally effective. As courts interpret resolutions very cautiously, precise wording in the minutes is particularly important. The quorum of the committee must also be documented in a comprehensible manner: it must be recorded how many members took part and whether they voted or abstained. Minutes must be kept carefully, as they can be decisive in the event of legal disputes or audits. They protect the Board from liability risks and ensure the traceability of decisions.

In Germany, the rights and duties of the Board as well as the requirements for meetings and minutes are regulated in the German Stock Corporation Act and other regulations. These legal requirements ensure that the Board performs its monitoring and advisory function properly. For example, the German Stock Corporation Act stipulates that meetings must be convened regularly and resolutions must be documented in writing. Violations of these obligations can have legal consequences for the members of the Board.

A Corporate Governance Code (CGC) is a set of rules that defines standards for good and responsible corporate governance. The CGC provides recommendations and suggestions on how a company should be managed and monitored in order to act in the interests of the company. For board of directors meetings, it is therefore necessary for the members of the Board to familiarize themselves with the relevant Code and incorporate its principles into their decisions.

The best-known code in Germany is the German Corporate Governance Code (GCGC), which is a self-regulatory code for listed companies. It is drawn up and regularly updated by the Government Commission. Companies that do not follow all the recommendations of the GCGC should disclose this and give reasons.

In addition, there are special federal or individual state codes that apply to companies with state participation, for example:

• The PCGK of the federal government, which is aimed at companies and their executive bodies with federal participation.
• The PCGK of the State of Hesse applies to companies in which the State of Hesse holds an interest.
• The PCGK Landes Bayern applies to associated companies of the Free State of Bavaria
• etc.

These supplement the statutory provisions and contain additional standards that should be taken into account by the members of the Board when working in such companies.

Board of directors meetings require precise organization, seamless documentation and smooth communication. Digital board portals offer a modern solution for this by bundling all relevant information such as agendas, minutes and important documents in one secure, central location. Board portals are an indispensable tool, especially in times of increasing digitalization and rising data protection and compliance requirements.

The DiliTrust Board Portal also enables efficient, secure and paperless organization. The platform is intuitive to use, can be used both online and offline, and supports board members with tasks before, during and after the meeting using integrated AI. Agendas, minutes and documents are managed centrally and are available confidentially at all times.

This flexibility is a decisive advantage, especially in the increasingly hybrid working world: Board members can get involved, prepare resolutions and view information anytime and anywhere. The highest security standards, including ISO 27001 certification and protection against the U.S. CLOUD Act, ensure reliable protection of sensitive data. The DiliTrust Board Portal is therefore not only a practical tool, but also a modern, legally compliant solution that digitally transforms the work of boards and makes it fit for the future.

Learn more about the DiliTrust Board Portal

Board of directors meetings are a central component of responsible corporate governance. They ensure control, strategic advice and legal certainty. Structured preparation, clear decision-making and complete minutes are essential. Digital board portals such as the DiliTrust Board Portal support these processes efficiently, securely and from any location. They strengthen cooperation within the board and increase transparency. This not only makes board activities more modern, but also future-proof – a clear added value for every company.