Effective governance starts with shared language
With the UK world of work changing quickly in 2026, clear boardroom language matters more than ever. Whether you sit on a charitable trustee board in Glasgow, a start‑up board in Manchester, or a listed company in London, knowing the right terms helps meetings run smoothly and keeps organisations on the right side of the law.
This glossary covers 20 essential terms every UK leader should know. It’s written in plain language and points to practical steps you can take to improve meetings from Birmingham to the Scottish Highlands.
Core meeting procedure terms
Agenda
The list of items to be discussed, usually with timings and who leads each item. A good agenda keeps meetings focused and ensures priority issues in Leeds or Bristol get proper time.
Quorum
The minimum number of directors or trustees who must be present for decisions to be valid. Your articles of association or charity governing documents set this. Always check quorum at the start of a meeting.
Resolution
A formal decision reached by vote. In the minutes a resolution must be clearly recorded so it’s enforceable later — for example, when approving major contracts or property sales in the regions.
Minutes
The official written record of who attended, what was decided and what actions were allocated. Keep minutes concise but accurate: they’re evidence of good governance.
Who does what
Chair
The director who runs meetings, sets the tone and ensures fair process. A good chair balances control with allowing proper debate.
Company secretary
The person who handles meeting logistics, circulation of papers and legal compliance. In smaller organisations this role may be outsourced locally.
Independent director
A board member without close ties to management or major shareholders, providing impartial oversight — useful when appointing non‑executive expertise in UK boards.
Non‑executive director
A director who does not work day‑to‑day for the organisation but provides challenge and specialist insight.
Types of meetings
Annual general meeting (AGM)
The yearly meeting where shareholders or members receive reports, elect directors and approve accounts. Listed companies in London and AIM‑listed firms must follow strict notice rules.
Extraordinary general meeting (EGM)
A special meeting called to deal with urgent or significant matters between AGMs, such as capital changes or constitutional amendments.
Closed session / executive session
Private parts of meetings for sensitive topics. Use these for matters like senior pay, legal claims or confidential bids, and make sure attendance is appropriate.
How decisions are made
Motion
A formal proposal put to the board. Proper practice is to move, second and then vote.
Majority and special resolutions
Ordinary business usually passes by a simple majority. Major changes — amending articles or approving certain transactions — may need a special resolution requiring a higher threshold.
Casting vote
The chair’s tie‑breaking vote in case of equality. Check your governing documents: some organisations don’t give the chair a casting vote.
Fiduciary duties and conflicts
Fiduciary duty
Directors and trustees must act in the organisation’s best interests, exercise care and avoid personal gain from decisions. This is a legal duty in the UK and not negotiable.
Conflict of interest
Where a personal interest could affect impartiality. Declare interests early, withdraw from discussions if necessary and record actions in the minutes.
Dissent
Formally recording disagreement protects directors who believe a decision is risky or improper.
Documentation and reporting
Board pack
The set of papers sent before meetings: accounts, reports and papers for decision. Send packs early so directors can prepare — especially when board members join from outside London.
CEO report
A concise operational update from the chief executive that sets out key priorities, risks and progress against strategy.
Risk register
A log of major risks, their likelihood and mitigation plans. Review it regularly so the board can fulfil its oversight role.
Committees most boards use
- Audit committee — oversees accounts, internal controls and the external auditor.
- Remuneration committee — sets executive pay policies and ensures alignment with performance.
- Nomination committee — deals with board appointments and succession planning.
Modern governance topics
Sustainability and ESG reporting
Boards now look at environmental and social impact as part of long‑term strategy. Directors should expect ESG items on agendas and be ready to ask practical questions about targets and progress.
Whistleblowing
Policies that protect people who report wrongdoing. Ensure the board sees summaries of reports and the steps taken to investigate.
Digital and cyber oversight
Boards must understand cyber risk and digital strategy at a high level, so they can ask the right questions without needing technical detail.
Common pitfalls to avoid
- Assuming an informal agreement is a formal resolution — always follow the motion, second and vote process.
- Failing to check quorum before decisions — this risks invalid votes.
- Confusing closed and executive sessions — be clear who should attend each.
- Thinking a director represents a single stakeholder — duties are to the organisation as a whole.
If you want practical templates and checklists to use in your next meeting, discover more content on the Naboo blog that covers minute templates, resolution wording and board packs tailored for UK organisations.
Looking for ways to bring your board together in person or virtually? Find inspiring event ideas that help boards plan awaydays and workshops across the UK.
How to build governance fluency
Start with a simple assessment of how well your board uses these terms in practice. Run an induction for new directors that explains core words, use templates for agendas and resolutions, and appoint a competent company secretary or external provider to keep standards high.
Make sure senior management use the same language when they present to the board — that reduces confusion and speeds up decisions. Over time, clear language leads to better minutes, stronger oversight and fewer regulatory headaches across the UK.
Frequently asked questions
How quickly can new directors learn this vocabulary?
With a short induction and mentor, most new directors in the UK start contributing in two to three meetings. Give them a glossary in the board pack and encourage questions during meetings.
Should minutes use technical terms or plain English?
Use precise legal phrasing for resolutions and procedural items, but plain English for discussion summaries. That keeps minutes legally sound and easy to read later.
Do these terms apply the same in charities and companies?
The basics — quorum, resolutions, fiduciary duty — are the same, but charities have specific rules on trustees and reporting to the Charity Commission. Always check sector guidance for details.