[insert company name] [PLC OR Limited] Minutes of a meeting of[ a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of directors present by telephone or other means permitted by the Company’s articles of association] [by telephone OR by [insert means]] ] In attendance: [Insert name] (representative of [financial adviser] (the Bank))[Insert name] (representative of [law firm] (the Company's solicitors))[Insert name] (representative of [name of firm of accountants], the Company’s reporting accountants (the Accountants))[Insert names of others in attendance] Apologies: [Insert names of directors/committee members who are unable to attend the meeting, not usually relevant if the meeting is a committee meeting] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the resolution of the board of directors dated [insert date] setting out the terms on which the committee had been constituted. ]It was reported that proper notice of the meeting had been given

[insert company name][LIMITED OR PLC] Minutes of a meeting of [a committee of] the board of directors of [insert full name of company] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of directors present by telephone or other means permitted by the Company’s articles of association] [by telephone OR by [insert means]] ] In attendance: [Insert name] (representative of [financial adviser] (the Bank))[Insert name] (representative of [law firm] (the Company's solicitors))[Insert name] (representative of [name of firm of accountants], the Company’s reporting accountants (the Accountants))[Insert names of others in attendance] Apologies: [Insert names of any directors who are unable to attend the meeting] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the resolution of the board of directors dated [insert date] setting out the terms on which the committee had been constituted.] It was reported that proper notice of the

[insert name of offeror] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors / committee members who are unable to attend the meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the resolution of the board of directors dated [insert date] setting out the terms on which the committee had been constituted.] The Chair reported that due notice of the meeting had been given in accordance with the Company’s articles of association

[insert full name of offeree] plc Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] PLC (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time ] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert names of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors / committee members who are unable to attend the meeting (if any)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the resolution of the board of directors dated [insert date] setting out the terms on which the committee had been constituted.] It was reported that proper notice of the meeting had been given in accordance

[insert name of offeror] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors / committee members who are unable to attend the meeting (if any)]] 1 Chair, notice and quorum [insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the resolution of the board of directors dated [insert date] setting out the terms on which the committee had been constituted.] The Chair reported that due notice of the meeting had been given in

[insert company name][ Limited OR PLC] Minutes of a meeting of [a committee of] the board of directors of [insert full name of company] (the Company) held at [insert place of meeting] on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name] (representative of [financial adviser] (the Bank))] [[Insert names of anyone in attendance who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[insert names of directors/members of the committee who are unable to attend meeting (if any)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the terms of the board

[insert name of offeree] PLC Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] In attendance: [[Insert name], representative of [insert financial adviser] (the Bank)] [[Insert name], representative of [insert law firm] (the Company's solicitors)] [Insert names of any others in attendance who do not count towards the quorum for the meeting (eg company secretary)] 1 Chair, notice and quorum [insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the terms of the board minute dated [insert date] by which the Committee was constituted.] It was reported that proper notice of the meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum

[insert name of offeror][PLC OR Limited] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert place of meeting] on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name] (representative of [name of financial adviser], the Company’s financial advisers (the Bank))] [[Insert name] (representative of [name of law firm] (the Company's solicitors))] [[Insert name] (representative of [name of firm of accountants], the Company’s reporting accountants (the Accountants))] [[Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary)]] [ Apologies: ] [[Insert names of any directors/committee members who are unable to attend the meeting, not usually relevant if the meeting is a committee meeting]] 1 Notice and quorum [insert name] was appointed Chair of the meeting. [The

[insert name of offeror] [PLC OR LIMITED] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting] [am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[insert name] (representative of [financial adviser] (the Bank))] [[Insert names of others in attendance who do not count towards the quorum (eg the company secretary and/or any other advisers)]] [ Apologies: ] [[Insert names of any directors / committee members who are unable to attend the meeting, not usually relevant if the meeting is a committee meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s

The ultimate governing committee of a charity, comprising its Charity Trustees. The term is synonymous with 'Board of Directors' in a charitable company.

Dispute Resolution analysis: The Court of Appeal allowed Magic Investments SA’s (Magic’s) appeal against the strike-out of its unfair prejudice petition under section 994 of the Companies Act 2006 (CA 2006). The court held that Magic’s contractual right to ‘nominate someone to the board’ was capable of amounting to, and in Newey LJ’s view did amount to, a continuing right to have a representative of its choosing on the company’s board, and that denial of that right was capable of amounting to unfair prejudice. It also held that allegations concerning a dilutive share issue at an alleged undervalue were not bound to fail and should proceed to trial, notwithstanding deficiencies in the pleading. The decision emphasises the limits of strike-out applications in unfair prejudice claims where fact-sensitive allegations raise realistic prospects of success.

Observing good practice in relation to the role, responsibilities, composition and evaluation of a company’s board of directors and its directors’ committees is an important aspect of corporate governance. A central part of the UK’s corporate governance regime is the UK Corporate Governance Code (the UKCG Code). It is administered by the Financial Reporting Council (FRC), which also publishes guidance to supplement it. To meet certain requirements of the UK Listing Rules (UKLRs), a company with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category must apply the principles of the UKCG Code and comply with, or explain why it has not complied with, each of its provisions in its annual report and accounts. In addition, many other companies choose to apply the principles of the UKCG Code and comply or explain under its provisions, although they are not required to do so and may choose to adopt another corporate governance code that is more appropriate (see Practice Note: The corporate governance regime—fundamentals). The UKCG Code sets out standards