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  • Welcome to your QMS
  • Quality Manual
  • Procedures
    • GP-001 Control of documents
    • GP-002 Quality planning
    • GP-003 Audits
    • GP-004 Vigilance system
    • GP-005 Human Resources and Training
    • GP-006 Non-conformity, Corrective and Preventive actions
    • GP-007 Post-market surveillance
    • GP-008 Product requirements
    • GP-009 Sales
    • GP-010 Purchases and suppliers evaluation
    • GP-011 Provision of service
    • GP-012 Design, Redesign and Development
    • GP-013 Risk management
    • GP-014 Feedback and complaints
    • GP-015 Clinical evaluation
    • GP-016 Traceability and identification
    • GP-017 Technical assistance service
    • GP-018 Infrastructure and facilities
    • GP-019 Software validation plan
    • GP-020 QMS Data analysis
    • GP-021 Communications
    • GP-022 Document translation
    • GP-023 Change control management
    • GP-024 Cybersecurity
    • GP-025 Corporate Governance
      • Templates
    • GP-050 Data Protection
    • GP-051 Security violations
    • GP-052 Data Privacy Impact Assessment (DPIA)
    • GP-100 Business Continuity (BCP) and Disaster Recovery plans (DRP)
    • GP-101 Information security
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  • Procedures
  • GP-025 Corporate Governance

GP-025 Corporate Governance

Procedure flowchart​

Purpose​

To define the methodology for structuring, forming, and maintaining the corporate governance of the organisation. This includes the composition and responsibilities of the board of directors, the frequency and documentation of meetings, and the management of records generated from these activities.

Scope​

This procedure applies to all aspects of corporate governance related to board formation, meeting protocols, decision-making processes, and the management of records such as minutes and resolutions.

Responsibilities​

JD-001​

To ensure the board is formed according to the applicable legal requirements and internal policies. To oversee the organisation and scheduling of meetings and maintain overall governance compliance.

JD-020​

To prepare and distribute the agenda for board meetings. To collect and compile all necessary documentation needed for board discussions and decisions.

To record meeting minutes, ensure their accuracy, and distribute them to relevant stakeholders. To maintain a complete and accessible archive of all board-related records.

To review and approve meeting minutes and related records, ensuring compliance with regulatory requirements and internal standards.

Inputs​

  • Internal policy requirements for corporate governance
  • Regulatory requirements for board meetings and governance (e.g., Spanish Commercial Code)
  • Documentation relevant to each meeting (e.g., financial statements, strategic plans)
  • Agenda provided by JD-002

Outputs​

  • Documented minutes of each meeting
  • Updated governance records and resolutions
  • Archival of signed and approved minutes in the QMS

Development​

The structure and activities of the board are designed to align with best practices in corporate governance, ensuring transparency, accountability, and effective decision-making. The content of this procedure guarantees adherence to applicable laws and internal standards.

Board composition and formation​

The board of directors must be composed of individuals as defined by the company's articles of association and relevant legal requirements. The composition must be reviewed annually to ensure compliance.

Election and appointment​

Board members are elected during the general shareholders' meeting and appointed in accordance with internal regulations. The tenure, responsibilities, and appointment processes are documented in the T-025-003 Board composition record.

Frequency of board meetings​

The board must meet at least quarterly, with additional meetings as required. Emergency meetings can be convened by the chairperson or at the request of a majority of board members.

Preparation for meetings​

JD-002 is responsible for preparing the agenda and circulating it, along with any supporting documents, at least five business days before a scheduled meeting.

Conducting meetings and recording minutes​

Meetings will be conducted following the approved agenda. JD-004 will document the discussions and decisions in the meeting minutes, ensuring the record reflects:

  • Attendance of members
  • Summary of discussions
  • Decisions taken
  • Votes (where applicable)
  • Actions assigned

The draft minutes must be reviewed by the board within five business days post-meeting and approved by JD-005.

Approval and distribution of minutes​

Once approved, minutes are finalised and stored in the QMS repository in the folder Records/Board meetings. The approved minutes are distributed by JD-004 to relevant stakeholders.

Signature requirements​

Minutes must include electronic or physical signatures from the chairperson and JD-004 to validate their accuracy and authenticity.

Records management​

All board meeting minutes will be stored securely within the QMS. The naming convention for each record follows:

  • YYYY-MM-DD_R-025-001_Board meeting minutes

Signed copies of meeting records are maintained for at least 10 years, as per the retention policy aligned with GP-001 Control of documents.

Types of meetings​

Ordinary meetings​

Scheduled meetings held at regular intervals (e.g., quarterly) to review company performance, strategic initiatives, and compliance matters.

Extraordinary meetings​

Ad hoc meetings convened to address urgent matters, significant changes, or crises requiring immediate board input.

Retention and access​

All meeting records must be stored in a secure electronic format, with controlled access to authorised personnel only. Obsolete records will be moved to the Deprecated folder within the QMS repository.

Associated documents​

  • T-025-001 Board of Directors Meeting Minutes
  • T-025-002 General Shareholders' Meeting Minutes

Signature meaning

The signatures for the approval process of this document can be found in the verified commits at the repository for the QMS. As a reference, the team members who are expected to participate in this document and their roles in the approval process, as defined in Annex I Responsibility Matrix of the GP-001, are:

  • Author: Team members involved
  • Reviewer: JD-003, JD-004
  • Approver: JD-001
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T-025-001 Board of directors meeting minutes
  • Procedure flowchart
  • Purpose
  • Scope
  • Responsibilities
    • JD-001
    • JD-020
  • Inputs
  • Outputs
  • Development
    • Board composition and formation
      • Election and appointment
    • Frequency of board meetings
    • Preparation for meetings
    • Conducting meetings and recording minutes
    • Approval and distribution of minutes
      • Signature requirements
    • Records management
  • Types of meetings
    • Ordinary meetings
    • Extraordinary meetings
  • Retention and access
  • Associated documents
All the information contained in this QMS is confidential. The recipient agrees not to transmit or reproduce the information, neither by himself nor by third parties, through whichever means, without obtaining the prior written permission of Legit.Health (AI LABS GROUP S.L.)