What a Board Is For

1.1Your seat

You are a junior in-house lawyer at Brackenholme Foods Limited — "the Company" from here on. You joined on 6 January 2026. You are also the assistant company secretary, and you report to Lucy Penhaligon, the Company Secretary. A company secretary is the officer who keeps a company's records and advises its board on procedure. That means who must be told of a meeting, how many must attend, and what must be written down. Lucy is not a director, and nor are you (Charter §1.5).

The document on your desk is the Board Charter, version 2.0, adopted by the Board on 25 February 2026 — "the Charter". A board charter is a board's written rules for itself: what it decides, what it leaves to management, how it meets, and what it records. The directors made it for themselves under the Company's Articles. It binds every director and every manager who holds authority under it (Charter, paragraph (A)).

Lucy has one rule for reading it. Every paragraph is the end of an argument, so before you apply a rule, find out who asked for it and who pushed back.

1.2The Company in one page

The Company is a private company limited by shares. "Private" means its shares cannot be offered to the public. "Limited by shares" means its owners are not liable for its debts beyond what they paid for their shares. It was incorporated — created by registration at Companies House — in England and Wales on 3 May 1994, registered number 02928717.

It makes chilled ready meals and prepared salads for supermarkets' own-label ranges, at Wakefield (the main site) and Castleford, with 410 staff. Its financial year ends on 31 March. In the year to 31 March 2026 its revenue was £84,200,000. Its EBITDA — earnings before interest, tax, depreciation and amortisation, a rough measure of the cash a business makes from trading — was £7,900,000. Margaret Holroyd founded it and is still its Chief Executive.

The Company has 2,000,000 ordinary shares of £1 each. An ordinary share is the basic unit of ownership: one vote, and an equal slice of any dividend. Three holders own them. The Holroyd Family Settlement holds 1,100,000 shares, 55.00%. A settlement is a trust: property held by trustees for the benefit of others, here the family. The trustees are Margaret and her brother James Holroyd; they hold the shares jointly and vote them. Calderbank Growth Holdings Limited holds 700,000 shares, 35.00%. It is a holding company: a company that exists to own shares in another, here owned in turn by Calderbank Growth Fund II LP — "Calderbank", the fund that put up the money and is the real investor. Margaret Holroyd personally holds 200,000 shares, 10.00%.

Calderbank paid £14,000,000 for its shares on 30 September 2025 under the Investment Agreement of the same date, the contract by which it invested. It gives Calderbank, among other things, the right to appoint one director.

1.3Who owns, who directs, who runs

A company is a legal person, but not one you can point to. It acts through people, and English company law sorts those people into three layers.

The shareholders — the Companies Act 2006 calls them members — own the company. They neither run it nor direct it. They hold the power behind everything else: they choose the directors. They can remove one by an ordinary resolution, a simple majority of the votes cast, on special notice — advance warning to the company that the resolution is coming — as the Act requires (section 168). A few large decisions need their approval under the Articles or the Act; the Charter leaves those out on purpose (Charter §2.4).

The board of directors — "the Board" — directs the company. A private company must have at least one director (section 154); the Company has five. Directors decide as a body: by a majority at a meeting, or by all of them agreeing in writing (Article 7 of the Company's Articles). The Board sets the direction, chooses and watches the people who run the business, and takes the decisions too large or too sensitive to leave to them.

Management runs the company: the Chief Executive, the Chief Financial Officer, the site managers, everyone with a budget. A board that meets six times a year cannot buy chicken or fix a chiller. So the Board delegates — hands down — authority to managers, within limits, and keeps the rest.

Two documents sit above the Charter. The Articles of association — "the Articles" — are the company's constitution, the rulebook every company must have. The Company uses the Model Articles, the standard set published for private companies (the Companies (Model Articles) Regulations 2008), with the amendments the Investment Agreement required. Above the Articles sits the Companies Act 2006, which gives directors their duties and shareholders their powers.

The layers are not the people. Margaret sits in all three: shareholder, director, and the manager who runs the business. Daniel Okoro, the Chief Financial Officer, is a director and a manager. Both are executive directors: directors who are also employees running part of the business. Edmund Ferrar and Dr Anand Raghavan are non-executive directors — NEDs — who hold no job in the Company. Each is also an Independent Director (Charter §1.6): no job or business relationship with the Company in three years, no family tie to a shareholder above 10%, no shareholder's nomination.

Rachel Achterberg wears two hats. She is a partner at Calderbank, the shareholder that nominated her, and she is a director of the Company: the Investor Director. A director nominated by a shareholder may take that shareholder's views into account. But she must exercise her own judgement and vote as she judges best for the Company (section 173; Charter §8.1).

A meeting of the Board can decide only if a quorum is present — the smallest number of directors who must attend for the meeting to decide anything. The Model Articles set two (Article 11); the Charter fixes three, one of them an Independent Director (Charter §4.4). The Board decides by a majority, and the Chair has no casting vote — no second vote to break a tie (Charter §4.5). The Board also has two committees — smaller groups of directors that examine something closely and report back: Audit & Risk, which watches the accounts, controls and food safety, and Remuneration, for executive pay. A committee recommends; the Board decides (Charter §6.3).

1.4Why the Charter exists

Before Calderbank, the Board was Margaret, Daniel and James Holroyd. It met when it needed to. Its minutes — the written record of what a meeting decided — ran to a page a year. Nothing in that was unlawful.

Calderbank's condition for its £14,000,000 was a real board: an independent chair, a second independent director, a written scheme of what the Board and management each decide, and proper information. Its point was fair. With 35.00% it could not run the Company and could not outvote the family. All it could do was see, and a page a year showed it nothing.

Margaret's point was just as fair. She had built the business without a chair, a committee or a pack of papers, and it made £7,900,000 of EBITDA. Governance costs time, slows decisions, and can feel like distrust from people who chose to invest in her.

Edmund Ferrar, Chair since the day Calderbank invested, made the third point. Neither the family nor Calderbank is the Company. A director's duty runs to the Company, for the benefit of its members as a whole, not to whoever appointed her (section 172).

Lucy drafted the Charter with Thorne Oakley LLP, the Company's outside lawyers. The Board argued over it on 21 January and 11 February 2026 and adopted it on 25 February 2026 as version 2.0, replacing a one-page scheme of delegation from 2019. Two fights decided its shape.

Forty or ten. A Matter Reserved is a decision that only the Board may take; the list is Schedule A (Charter §1.1). Everything else is decided under Delegated Authority: the power of a named person to approve a matter alone, within the limits in Schedule B. Calderbank wanted forty Matters Reserved. Margaret wanted ten. Rachel's line beat forty: "a board that reserves everything runs nothing and learns nothing." Margaret's line won management real room in Schedule B: "a founder who needs permission to buy a forklift will leave." The compromise is twenty Matters Reserved, each with a threshold or a reason, and the Delegated Authority table in Schedule B.

Monthly or quarterly. Calderbank wanted a Board meeting every month; Margaret wanted four a year. Twelve meetings mean twelve packs; four mean three months in which the Board learns nothing. The Board meets six times a year, on the dates in Schedule E (Charter §4.1). Every director receives monthly management accounts within 15 Business Days of month end — working days, not weekends or English public holidays (Charter §7.1, §1.1). And for urgent business the Chair may call a meeting on 48 hours' notice, or shorter where delay would harm the Company, the reason recorded (Charter §4.2).

Then the quieter fight, over the line between the two lists. Margaret feared that "reserved" would grow: once a Board had a list, it would reach into anything. Calderbank feared that "management's" would hide things: a matter kept off Schedule A would be kept out of the boardroom for good. One paragraph answers both.

Read the second sentence twice: "The Board does not decide it." That is Margaret's protection, and it binds the Board. The third sentence closes a gap: a matter that fits nobody's limit goes to the Board through Schedule B without becoming reserved. The last sentence is Calderbank's: any two directors can bring anything up. Two, not one: no single director can pull a matter in, and none can keep it out.

The first fight ended the same way, in the paragraph that fixes who sits at the table. Calderbank asked for two independent directors; the founder's side of that argument is that outsiders cost time and know less. The answer is a Board whose shape is written down, so that nobody can change it by leaving a seat empty.

Count the seats. Two executives, who know the business. One Investor Director, who knows the money. Two Independent Directors, who owe nothing to either side, one of them in the chair. With a quorum that must include an independent, neither side can hold a meeting without a neutral in the room.

The Charter has a rule for changing itself. It may be amended only by a resolution of the Board on the recommendation of the Chair, and it is reviewed every February (Charter §10.5; Schedule A, item 14). Neither shareholder can rewrite it alone, and the Board cannot rewrite it without the Chair.

1.5The map of the Charter

Ten Parts and six Schedules, in four groups. Parts 1 to 3 are the Board, Matters Reserved and Delegated Authority, with the two lists in Schedules A and B. Parts 5 and 8 are each director's duties, what she must declare, and the Investor Director's two hats, with the declaration form in Schedule F. Parts 4, 6 and 7 are the machinery: meetings, committees and the information every director receives, with Schedules C to E. Parts 9 and 10 are for the day it matters: controls, speaking up, records and insurance.

One item gives the Charter a public face. Schedule A, item 18, makes the Board approve each year a statement of the Company's corporate governance arrangements. It reports against the Wates Principles — the Wates Corporate Governance Principles for Large Private Companies (2018). At the time of writing (2026) only companies above certain size thresholds must publish such a statement. The Company, with 410 staff, is well below them and applies the Principles voluntarily (Charter §10.6).

1.6What the Charter is for

You now know what the Board decides: the twenty items in Schedule A, at a quorate meeting, by a majority, with an independent in the room. You know what management decides: everything else, each person within her Schedule B limit.

What you do not yet know is what the Charter does on the day something goes wrong. On that day it does two things. It tells everyone the first question to ask — whose decision is this? — before anyone acts. And it leaves a record that proves, afterwards, that the right people decided, on the right information, at the right time. In its first year the Charter will be tested four times: a contract, four purchase orders, a paper that was not a decision, and a laboratory result. On 18 March 2026 the Chief Executive proposes a three-year contract for trays and film with a company her husband owns. On 9 June a site manager raises four purchase orders to one supplier on one day, each under his £25,000 limit. On 21 July three directors sign a paper headed "written resolution" to renew a £6,000,000 overdraft. On 13 October a laboratory reports listeria in one sample from a chilled chicken pasta line. Chapter 2 is the twenty items and the table of who may spend what.