Resolution for the vote
- 4 amendments considered; 2 material.
- The resolution has 3 lines after your decisions.
Executive Intelligence · Board and Governance
Board Decision Workspace
Agenda, papers, decisions, resolutions and actions as versioned records with approvals, visible only to named participants.
Demonstration: Rosewell Capital Management (fictional) · Asset management. Fictional data and a scripted answer.
The situation
- Organisation
- Rosewell Capital Management (fictional)
- Who is asking
- Company secretary
- Industry
- Asset management
- What happened
- The board will vote on a resolution to change the firm's dividend policy, and two directors have proposed different wording.
The question asked
Which of the proposed changes to the dividend resolution should the board put to the vote, and which change what the company is committed to?
What it reads, and who can see the result
- Draft resolution and proposed amendments documentThe text with each director's changes.
- Articles of association (summary) documentWhat the board is empowered to decide.
- Reads
- The resolution text, the amendments and a summary of the articles.
- Does not read
- Directors' private papers.
- Permission
- Company secretarial access.
- Who sees it
- The company secretary, the chair and the directors.
Try it
Accept or reject each change. The text below is rebuilt from the changes you accept, and changes that alter what people must do are marked.
Resolution 7: dividend policy (as circulated)
The Company shall distribute up to forty per cent of annual profit after tax.
Reworded Changes what people must do
The Company shall distribute at least forty per cent of annual profit after tax.
Turns a ceiling into a floor: the board would be committed to pay even in a weak year.
Distributions are paid in two instalments each year.
Reworded
Distributions are paid in two instalments each year, in March and September.
Fixes dates already followed in practice.
The board may vary the policy at any time.
Reworded Changes what people must do
The board may vary the policy by a resolution of two thirds of the directors.
Raises the bar for changing the policy; needs the articles checked.
Added
The board shall review the policy annually and record its reasons.
Adds a review duty with no new commitment.
The text after your decisions (3 lines)
- The Company shall distribute up to forty per cent of annual profit after tax.
- Distributions are paid in two instalments each year.
- The board may vary the policy at any time.
The answer
Simulated answer. Written for this fictional case, not produced by a live model. Only the figures in it are computed, from what you decided above.
4 proposed changes: 0 accepted, 0 rejected, 4 undecided; 2 change what the company is committed to.
The workspace sets each amendment against the circulated text and says what it changes in substance [S1]. Two are drafting; two alter the company's commitment, one by turning a maximum into a minimum and one by raising the threshold for changing the policy [S2].
0 of the changes you have accepted alter the commitment, so the secretary must confirm the articles allow them before the vote. The text below is the resolution as it would stand with your decisions.
Relies on: S1 · Draft resolution with amendmentsS2 · Articles of association, summary
Review and approval
The company secretary with the chair decides. Approving settles the wording to be put to the vote. It does not pass the resolution or pay any distribution.
Not ready to approve. 4 changes are still undecided. Accept or reject each one first.
In the product this is a different person with the right permission. Here you play that role to see the rule.
What it produces
Limits of this example
- The articles are summarised; the secretary reads the full text.
- A rewording can change legal meaning; counsel confirms the final text.
- This is a scripted demonstration on fictional data. No model was called and no real organisation, person or result is shown.
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