Board Minutes are fundamental corporate governance documents required under Belgian law for documenting board meetings and decisions. They must be prepared in accordance with the Belgian Code of Companies and Associations (CCA) and should be maintained at the company's registered office. These minutes serve multiple purposes: they provide a legal record of board decisions, protect directors by documenting their deliberations and votes, and serve as evidence of corporate actions for shareholders, auditors, and regulatory authorities. Board Minutes are essential for demonstrating compliance with corporate governance requirements and can be crucial in legal proceedings or regulatory investigations. They must be drafted in the official language of the company's region within Belgium and require proper authentication through signatures of authorized individuals.
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1. Meeting Details: Date, time, location of the meeting, and type of meeting (ordinary/extraordinary)
2. Company Information: Full legal name of company, registered office address, company number
3. Attendance Record: List of present and absent board members, other attendees (if any), and confirmation of quorum
4. Chairperson and Secretary: Identification of meeting chairperson and secretary
5. Agenda: Listed items to be discussed during the meeting
6. Previous Minutes: Confirmation of approval of previous meeting's minutes
7. Discussions and Deliberations: Detailed record of discussions for each agenda item
8. Resolutions: Formal decisions made by the board, including voting results if applicable
9. Closing: Time of meeting conclusion and next meeting date if set
10. Signatures: Signature block for chairperson and secretary or required board members
1. Conflicts of Interest: Required when any director has declared a conflict of interest regarding matters discussed
2. Special Reports: Include when specific reports (e.g., auditor's report, special board committee report) were presented
3. Dissenting Opinions: Required when board members wish to record their opposition to specific decisions
4. Executive Session: Include when part of the meeting was held without non-board members present
5. Remote Participation: Required when some or all directors participated remotely, specifying the technical means used
1. Attendance Register: Detailed list of attendees with signatures (may be required as separate document)
2. Supporting Documents: Key documents discussed or presented during the meeting
3. Power of Attorney: If any board members were represented by proxy
4. Financial Reports: When financial statements or reports were reviewed during the meeting
5. Presentation Materials: Copies of any presentations made during the meeting
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