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Annual governance checklist

Checklist·5 minute read

Once a year, a trustee board should look up from the quarterly rhythm and check the machine itself. This checklist takes one meeting to work through. Boards that do it annually rarely need us urgently; boards that don't, eventually do.

The trust and its conditions

  • Does the trust still hold a controlling interest, and does the share register match what the deed assumes?
  • Have there been any events in the year — share issues, option exercises, corporate changes — that could affect the EOT qualifying conditions?
  • Were all-employee benefits (including any tax-free bonus) paid on same-terms rules, and is the paperwork behind that sound?
  • Are the trust's own records — minutes, resolutions, registers, accounts if required — complete and filed where someone else could find them?

Money

  • Is the deferred consideration schedule on track? If payments were varied, was the variation documented rather than assumed?
  • Has the trustee board seen the company's full-year results and next year's budget — and questioned them, at least once, properly?
  • Was the balance between vendor payments, reinvestment and employee reward discussed as a decision this year, rather than happening by default?

The boards

  • Did the trustee board meet as often as its own rules require — with agendas, papers in advance, and minutes that would make sense to a stranger?
  • Is the information protocol with the company board being honoured in practice, not just in principle?
  • Are any conflicts of interest — especially a founder-trustee receiving deferred consideration — recorded and managed visibly?
  • Do trustee terms of office, election cycles and succession plans still work? Is anyone overdue re-election without noticing?
  • Has the employee trustee received training or support this year — anything at all?

The employees

  • Did employees receive a plain-language annual report on the trust and the company — and could a new joiner explain what the EOT means for them?
  • Is the employee voice mechanism (council, forum, elected trustees) actually meeting, and does anything it raised this year show up in a board minute?
  • If profit share was paid: was the basis explained? If it wasn't paid: was the reason?

The long view

  • Has anything changed — in the market, the leadership, or the shareholder base — that should prompt a fresh look at the governance design?
  • If the company received an unsolicited offer tomorrow, does the trustee board know how it would respond, and who it would call?
  • Would this board benefit from independent experience it does not currently have?

Items you cannot tick are findings, not failures — most boards surface three or four. If some of yours look structural, we run annual governance reviews for exactly this purpose: ask us about one.

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