Board meeting is a key mechanism that helps the Board govern the company, in accordance with good corporate governance principle, to achieve its objectives, goals, and strategic directions. Therefore, understanding of quality Board meeting principle, legal concept, roles of relevant parties, and significance of all supporting elements of the Board meeting would help prudent decision-making that yields ultimate benefit to the company and stakeholders.

The guideline divides into two sections including 1. Key Principles and 2. Guidelines.

Key Principles are as follows:

1. The Board should ensure appropriate Board composition, Board information, Board process, and Board dynamics.

2. Chairman and the Board should recognize their respective roles and comprehend with the roles of persons tasked to support the Board in meetings (i.e. CEO and Corporate Secretary).

3. The Board should specify process concerning Board meeting in the Board Charter to set guidelines for related persons in understanding their scope of duties to manage each elements effectively and by-laws. 

4. The Board should ensure the meeting key issues cover and balance well between compliance oversight, disclosure timeframe, and long-term strategy.

5. Chairman should lead the Board meeting in the way to ensure all directors express their views and to allot appropriate time for discussion.

6. The Board should ensure meeting information are precise, sufficient and provided in advance to directors.

7. The Board should agree with CEO and Corporate Secretary to facilitate additional information, ensure information security measure as well as enhance insider information protection policy.

8. The Board should arrange exclusive sessions for non-executive directors to discuss concerned management issues freely.

9. Board members should probe the management with independent perspectives by spending appropriate time to ask questions and discuss. The Chairman should also be aware of conflict of interest of all directors in certain items and ask for voting absence in such case.  

10. The Board should ensure the resolution of each agenda is recapitulated to summarized. Announcement and/or distribution resolution to the stakeholders should be appropriately conducted in accordance with criteria stipulated by laws and regulators.

11. The Board should ensure Corporate Secretary to perform accurate and precise Minutes of Meeting, reliable keeping system for reference and legal requirement.

12. The Board should ensure the management to receive Board resolution, take into their implementation, follow up, and report to the Board.

13. The Board should conduct Board meeting evaluation to figure ways to enhance Board meeting efficiency.

For full "Guideline on Board Meeting" please download below