Vocabulary Bank

the dated, unedited sequence of documents that lets an outsider reconstruct who knew what, and when — the sequence the reported-speech minutes are one node in

the tense shift required when converting direct speech into reported speech in a minute — present → past, present perfect → past perfect

the reporting-verb distinction between a fiduciary alert (which must be acted on) and a discussion (which may be deferred)

a personal or financial interest that a director must disclose and then, in most cases, recuse from — the failure of which is what reported speech in the minutes is designed to catch

the legally enforceable obligation of a director to act in the company's, not their own, long-term interest — the duty every reported-speech sentence in the minutes must be readable against

the governance failure in which serious questions are recorded in a register that allows the board to defer them indefinitely

the participle-clause construction that, in a single subordinate clause, memorialises the conflict, the recusal and the timing before the vote

information a reasonable investor would want before pricing the security — the omission of which turns a governance question into a securities question

the ESG or financial exercise of deciding which risks are large enough, or long enough, to be disclosed — and which the writer has, on the record, decided are not

the phrases ('as drafted', 'subject to', 'in respect of') that confine a reported commitment to precisely the documents the audit trail can produce

the discipline of having a general counsel or company secretary, not the executive under question, draft the minute in which the question appears

the distinction between an executive proposal and a fiduciary warning — each with a different weight of evidence

the formal act by which a conflicted director withdraws from the room before the vote is taken — and the reported-speech sentence that memorialises the moment

the verb that names what the speaker did — 'advised, confirmed, cautioned, reminded, undertook, resolved, noted' — each carrying a different weight of evidence

the reporting-verb construction that memorialises a board decision to act, as against 'noted' which does not

the reporting-verb distinction between a formal decision of the board and a discussion the board chose not to elevate into a decision

the paragraph on the front of the deck that limits, in advance, the reliance a reader may place on the forward-looking statements underneath

the distinction between a personal commitment of an officer and a comfort of the committee

the protected route by which an employee raises a concern the line manager has not, or will not, escalate — the existence and use of which is itself a governance test