Attendance

In the context of UK corporate governance, Attendance refers to the formal act of a director being present at a duly convened board meeting or committee meeting. This presence is not merely a physical headcount; it is the cornerstone of a director's ability to fulfil their fiduciary and statutory duties to the company. Attendance signifies a director's active participation in the strategic oversight, deliberation, and decision-making processes that steer the organisation.

Effective attendance is fundamental to the legitimacy and efficacy of the board. It ensures that decisions are made collectively, with the benefit of diverse perspectives, skills, and experiences. In an era of increasingly complex regulatory landscapes and stakeholder expectations, consistent and engaged attendance has evolved from a simple procedural requirement into a key indicator of a board's health and a director's commitment. This glossary entry will explore the multifaceted nature of attendance within the UK legal framework, its practical implications for board operations, and best practices for ensuring its quality and consistency.

The Legal and Regulatory Imperative of Attendance in the UK

While the term "attendance" itself may not be explicitly defined with a minimum percentage in the UK's primary corporate legislation, the obligation to attend is implicitly and powerfully embedded within a director's duties. Failure to attend meetings can be interpreted as a failure to discharge these duties, potentially exposing a director to legal liability.

The Companies Act 2006

The foundation of a director's responsibilities is the Companies Act 2006, which codified many existing common law duties. Several of these duties are directly linked to the necessity of attending board meetings.

Section 174: Duty to Exercise Reasonable Care, Skill, and Diligence: This is arguably the most relevant duty concerning attendance. This duty establishes an objective and subjective test. A director must exhibit the care, skill, and diligence that would be exercised by a reasonably diligent person with (a) the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the funct¹ions of a director, and (b) the general knowledge, skill, and experience that the director actually has.

It is practically impossible to demonstrate this level of care and diligence without regularly attending board meetings. Meetings are the primary forum where information is presented, risks are debated, strategies are approved, and executive performance is monitored. A persistently absent director cannot reasonably claim to be exercising diligence over the company's affairs. They miss critical context, cannot challenge assumptions, and are unable to contribute their own expertise to collective decisions. Courts have historically taken a dim view of "sleeping" or non-attending directors, especially when a company has failed.
Other General Duties (Sections 171-177): While s.174 is paramount, other duties also presuppose active engagement. For instance, the duty to act within powers (s.171), the duty to promote the success of the company (s.172), and the duty to exercise independent judgment (s.173) all require a director to be informed and involved—a state that can only be achieved through consistent attendance and participation.

The UK Corporate Governance Code

For companies listed on the London Stock Exchange, the UK Corporate Governance Code (the Code) sets a higher standard of practice. While operating on a "comply or explain" basis, its principles are highly influential. The Code places a strong emphasis on the commitment of directors.

Provision 12 of the 2024 Code states that the board should assess the "commitment in time required from each non-executive director" and that this should be disclosed to shareholders. Furthermore, the annual report should explain how each director has had sufficient time to meet their commitments to the company. An attendance record is a key metric for this assessment. Annual reports for listed companies almost invariably include a table detailing each director's attendance at board and relevant committee meetings throughout the year. Consistently low attendance (e.g., below 75%) without valid, disclosed reasons is a significant red flag for investors and proxy advisory firms, and can lead to shareholders voting against the re-election of that director.

The Company's Articles of Association

A company's Articles of Association are its internal rulebook and often contain specific provisions related to board meetings and attendance. These may include:

The notice period required for meetings.
The methods by which directors can attend (e.g., in person, by telephone, or via video conference).
Provisions for what constitutes a Quorum—the minimum number of directors that must be present for a meeting to be valid.
Clauses that may trigger the automatic vacation of office for a director if they are absent from board meetings for a continuous period (e.g., six months) without the board's consent.

Directors must be intimately familiar with their company's Articles, as these legally binding rules can have direct consequences for their position based on attendance.

Practical Mechanics and Recording of Attendance

Beyond the legal theory, the practical management of attendance is a critical function of the Company Secretary and the Chair.

Establishing a Quorum

The most immediate and critical function of attendance is to establish a Quorum. A quorum is the minimum number of directors required to be present for the meeting's business to be validly transacted. Without a quorum, the meeting cannot proceed, or any decisions made are voidable. Persistent difficulty in achieving a quorum due to poor attendance can paralyse the board, delaying crucial decisions and hindering the company's agility. The number required for a quorum is typically specified in the Articles of Association.

Methods of Attendance: Physical, Virtual, and Hybrid

The concept of "presence" has evolved significantly. Historically, attendance meant physical presence in a boardroom. Today, modern governance practices and technology, accelerated by the COVID-19 pandemic, have normalised remote attendance.

Physical Attendance: The traditional method, involving all directors meeting in the same location.
Virtual Attendance: Directors participate via teleconference or, more commonly, video conferencing platforms. For virtual attendance to be valid, the company's Articles must permit it. Furthermore, the technology used must allow each director participating to hear and be heard by every other director.
Hybrid Attendance: A combination of physical and virtual attendees.

It is crucial for boards to ensure that regardless of the method, all attendees can participate fully and equally in discussions. A key function of modern board portals, such as BoardCloud, is to facilitate seamless and secure access to meeting materials, like the Board Pack, for all directors, irrespective of their location, ensuring equitable preparation and participation.

Recording Attendance in the Meeting Minutes

The official and legal record of attendance is the Meeting Minutes. It is a statutory requirement under the Companies Act 2006 (Section 248) for companies to keep minutes of all board meetings.

The minutes must formally record:

Directors Present: A list of the full names of all directors who attended the meeting.
In Attendance: A list of any non-directors present by invitation (e.g., the CFO, external advisors, the Company Secretary).
Apologies for Absence: A list of directors who were unable to attend and sent their formal apologies.

This record is vital. It provides evidence that a quorum was present and documents which directors were party to the decisions made. If a decision is later challenged, the minutes serve as proof of who was present and participated in the vote.

Consequences of Persistent Non-Attendance

Occasional absence for valid reasons (e.g., illness, unavoidable prior commitment) is understandable. However, persistent non-attendance has serious ramifications.

Breach of Director's Duty: As discussed, it can constitute a breach of the duty of care, skill, and diligence, potentially leading to personal liability.
Loss of Office: The director may be automatically removed under provisions in the Articles of Association.
Board Ineffectiveness: The absent director's expertise is lost to the board. This can lead to weaker decision-making, a lack of constructive challenge, and an increased burden on the attending directors.
Reputational Damage: For both the director and the company, poor attendance records, especially when public, suggest a lack of commitment and can erode stakeholder confidence.
Indemnification Issues: In the event of a legal claim against the board, a director who was frequently absent may find it harder to rely on Directors' and Officers' (D&O) liability insurance if their absence is deemed a dereliction of duty.

Best Practices for Directors and Boards

To foster a culture of high-quality attendance and engagement, boards should adopt several best practices:

Strategic Scheduling: The Company Secretary should work with the Chair to establish a board meeting calendar well in advance (typically a full year), consulting with all directors to avoid known conflicts.
Timely Information: Distribute the Board Pack with sufficient time for thorough review before the meeting. A well-prepared director is more likely to attend and contribute meaningfully. Board portal software is instrumental in ensuring secure and timely distribution.
Clear Apologies Process: Have a formal process for directors to submit their apologies for absence to the Chair or Company Secretary, providing a reason where appropriate.
Embrace Technology: Utilise reliable and secure video conferencing technology to facilitate effective participation for those who cannot attend in person. Ensure the company's Articles of Association explicitly permit this.
Board Evaluation: The annual board evaluation process should include a review of attendance records and consider director commitment and contribution as key performance indicators.
Induction and Training: A thorough induction for new directors must emphasise the time commitment required and the legal importance of attendance and active participation.

Conclusion

Attendance at board meetings is far more than a procedural checkbox in UK corporate governance. It is the primary mechanism through which directors discharge their legal duties, contribute their expertise, and exercise collective oversight of the company. It is inextricably linked to the board's ability to make sound, defensible decisions and to demonstrate its accountability to shareholders and other stakeholders. For a director, consistent, prepared, and engaged attendance is the most fundamental expression of their commitment to the success of the company they serve.

Frequently Asked Questions (FAQ)

Q1: Is there a legal minimum percentage of board meetings a director must attend in the UK?

No, the Companies Act 2006 does not prescribe a specific minimum attendance percentage for directors. The requirement is not quantitative but qualitative. A director must fulfil their statutory duties, primarily the duty to exercise reasonable care, skill, and diligence (s.174). Attending no meetings would almost certainly be a breach of this duty. A single, critical absence could also be a breach if it leads to a poor decision being made without that director's vital input. However, some companies may set internal expectations or include clauses in their Articles of Association that can lead to removal after a certain period of continuous absence (e.g., six months). For listed companies, poor attendance records (often viewed as below 75%) must be explained and can lead to shareholders voting against a director's re-election.

Q2: Does attending a board meeting via video conference count as being "present" for legal purposes?

Yes, in most cases, attending a meeting via video or telephone conference does count as being legally "present." This is contingent on two key factors. Firstly, the company's Articles of Association must permit meetings to be held in this manner. Most modern Articles, including the Model Articles for private companies, allow for this. Secondly, the technology used must allow every director participating in the meeting to communicate with every other director simultaneously—they must be able to hear what is said and be able to contribute. If these conditions are met, their attendance is valid for forming a quorum and for voting on resolutions.

Q3: What is the difference between "attendance" and "participation"?

Attendance is the act of being present at a meeting, whether physically or virtually. Participation is the act of being actively and constructively engaged in that meeting. While attendance is a prerequisite for participation, they are not the same. A director can be marked as 'in attendance' but fail to participate by not preparing for the meeting, remaining silent, or not offering constructive challenge and input. Effective corporate governance requires both. A director fulfils their duties not just by showing up, but by reading the Board Pack, asking insightful questions, and contributing their judgment to the board's collective decision-making process. The Chair of the board has a key role in ensuring that all directors in attendance are encouraged and able to participate fully.