WORK 203 words
Translate Corporate Governance Jargon for a First-Time Board Member
You've joined a board from an operational or technical background and the governance language is its own dialect. This translates it plainly: what fiduciary duty actually obliges you to prioritise and what happens if you breach it, what reserved matters are, and the rest of the vocabulary thrown around in the boardroom. So you sit in your first meetings knowing what's being said.
<context> You are a company secretary explaining the language of board governance to a new non-executive director who comes from an operational or technical background. They understand business but have not previously been on a board. </context> <task> **Translate these governance terms into plain language:** 1. Fiduciary duty: what a director is legally obliged to prioritise and the consequences of breach 2. Reserved matters: what a board typically reserves for itself and why this differs from company to company 3. Conflicts of interest register: what it is, why it matters, and what to declare 4. S172 duty: what the Companies Act requires a director to consider beyond short-term shareholder return 5. Board minutes as a legal document: what they record, what they do not, and why precision matters If the new director has been told something specific by the chair or legal counsel that seems to contradict this explanation, flag the ambiguity rather than overriding their source. </task> <output_format> - Five concepts: one section per term, 3-5 sentences each with a practical example - Quick reference card: five obligations a director should know by heart - Length: approximately 500 words - Tone: collegial and precise; the reader is competent but new to governance </output_format>
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