A workbook for junior in-house and corporate lawyers · English law
Corporate Governance
A board is the small group of directors who set a company's limits and answer for the result; shareholders own it, managers run it. In September 2025 a family food company with 410 staff took £14,000,000 from an investor; in 2026 it lived its first year under a real Board Charter — the board's own written rules. You join as a junior in-house lawyer and assistant company secretary and follow that year, from adoption to the Board's first evaluation. By the end you can tell a Board decision from a management one, handle a conflict properly, know when a meeting can decide and write a minute that stands up. One lesson runs through it: a paper three directors signed on 21 July 2026 decided nothing, because three directors are not the Board.
Chapter 1 is free to read now: who owns a company, who directs it and who runs it, and why £14,000,000 came with one condition — a real board. The edition unlocks the other nine chapters, the full Board Charter and the 30-question exam.
How this workbook works
Plain words first, sections second
Every rule is stated in plain English before its section number appears, in brackets. A quorum is "the smallest number of directors who must be present for a meeting to decide anything" before it is Charter §4.4. No sentence needs a law degree to read it aloud.
Two sides to every rule
Each rule is introduced as something one side of the boardroom argued for and another pushed back on, the objection stated fairly before the Charter's words appear. The founder who built the company has a point: rules cost time and can feel like distrust. The investor who put in £14,000,000 has a point: it cannot run the company and must be able to see it. The independent chair's point is that neither of them is the company. Nobody is the villain.
Test yourself
Every chapter ends with an 8-question test (pass mark 6). Finish with a 30-question final exam (pass mark 24). Your progress is saved to your Solon Press profile.
The case: one company, one year, one Charter
Wakefield, West Yorkshire. Brackenholme Foods Limited makes chilled ready meals for supermarket own-label ranges: two sites, 410 staff, revenue of £84,200,000. Margaret Holroyd founded it in 1994 and still runs it. On 30 September 2025 Calderbank, an investment fund, paid £14,000,000 for 35% of the shares; a family trust holds 55% and Margaret 10%. Calderbank's condition was a real board, and the Board Charter was adopted on 25 February 2026. Then the year tested it four times: a packaging contract with Margaret's husband's company (18 March); one machine bought as four purchase orders (9 June); a paper three directors signed to renew a £6,000,000 overdraft (21 July); and a laboratory result, with a speak-up report the day before it (13 October). You keep the file.
The full Board Charter is on this site: ten parts and six schedules, from the definitions to the form for declaring an interest. Every chapter links straight into its paragraphs.
The modules
Module 2
Duties
- 03The Seven Duties — Sections 171 to 177 in plain words, each with the day it mattered at Brackenholme✓
- 04Conflicts: The Packaging Contract — The founder’s husband as supplier — the declaration, the empty chair, the three quotes✓
- 05The Investor Director — Two hats, a competitor in view, and the conditions a board can set✓
Module 3
Running the Board
Module 4
When It Matters
- 08The Recall — A speak-up report, a laboratory result, a meeting at 24 hours’ notice, and £2,400,000✓
- 09Minutes, Records and the Evaluation — What a minute must show to an inspector and an insurer — and what a bad one shows✓
- 10The Company Secretary’s File — Registers, filings, clocks and the four checklists a junior owns✓
Reference shelf
The Board Charter
The complete training document: ten parts and six schedules. The Board and its people, the twenty Matters Reserved and the limits each manager works within. Meetings and quorum, duties and conflicts, committees, information, the Investor Director, risk and speaking up, and records. Then the schedules: the reserved list, the limits table, two committees' terms of reference, the 2026 calendar and the form for declaring an interest.
Glossary
Every term of governance used in this workbook, in plain English, each linked to the paragraph of the Charter behind it.
Final Exam
Thirty questions across all ten chapters. Pass mark 24. Open book, like real practice.
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