Nine Boards, One Minute-Taker. The Same Resolution Appears 1,904 Times.

LONDON, England — Two hundred and fourteen words. One thousand nine hundred and four times.

The words are a reserved-matters clause — the paragraph in a company's constitution that lists which decisions do not go to the full board, and names who takes them instead.

We found it, character for character, in the filings of nine of the twenty largest listed companies in this jurisdiction and in those of 297 of their subsidiaries. Those nine companies take their company secretary from the same firm.

None of which is coordination. It is a subscription.

What we counted

The register publishes its filings in bulk, free, to anybody who asks. We took 41,000 of them — articles, special resolutions, amendments, 1994 to 2026 — and ran a text-reuse analysis: split each document into overlapping runs of words, hash the runs, count what repeats.

The code and the corpus are published with this story.

We then handed the same corpus to Dr. Ottilie Marchbank-Osei, who does this professionally on eighteenth-century sermons, and told her nothing about what we hoped for. At 95 per cent similarity she counts 2,233. At our 98 per cent, 1,904. At exact identity, 1,465.

She also found four matches we had missed and one we had counted twice. Those are in the corrigenda file, which is linked, and which we would rather you read than not.

Where the words come from

Clause 9 of Precedent 12, in a loose-leaf book.

Thackray & Bance have published Company Secretarial Precedents since 1951. It arrives in a ring binder, with replacement pages four times a year, and a subscription costs £684. Every company secretary in our sample subscribes. So do about eleven thousand other people.

That is the entire explanation of the 1,904. It is the explanation a plumber would give for why the fittings under nine kitchen sinks are the same fittings.

What the clause does anyway

Here the story stops deflating.

Clause 9 does the thing the alarming version of this story says it does. It defines a class of decision — disposals, guarantees and intra-group lending below a stated value — and places it with a committee of two, which reports to the board afterwards by note.

The stated value is the whole argument. Below it, the board does not see the decision. Above it, the board decides. In the 1951 text the threshold was a share of net assets. In the current text it is a cash figure, indexed, and it is higher.

It was raised once, in the 1988 revision.

Who raised it

Three people sat on the 1988 editorial committee. Vivien Loach-Sarpong died in 2004. Peter Ellerdine died in 2011.

Hubert Tranmere-Achebe is ninety-one, lives outside Ludlow, and gave us two hours on a Tuesday with his daughter in the room at his request.

He remembers the committee well. He remembers the publisher's sandwiches, and an argument about semicolons that he won. He does not remember why they raised the threshold.

We asked four times, four ways, across two hours, because it is the only question in this story with anything at stake in it.

"I have been trying since your letter came," he said. "I think — and you must not print this as though I know it — I think we may have raised it because the paragraph would not fit the page. It was a loose-leaf. A page was a page. If a clause ran over, you either reset the whole precedent or you shortened the clause, and shortening a clause means taking out a limb of it, and the limb we took out was the schedule of values."

He asked us three times to record that he is not certain. It is recorded three times, here and in the sources and in the box of things we could not establish.

What we could not show

Not one decision.

We can show which class of decision the clause lifts above a board's eye line. We cannot show a single instance of a board not seeing something it would otherwise have seen, because that requires board papers, and board papers are not on the register and never have been.

That gap is the honest end of this piece and we are not going to dress it up. A story about the shape of a hole is not a story about what fell in.

The clause itself

Thackray & Bance's solicitors wrote asking us not to reproduce Clause 9, which is their copyright and their livelihood.

We replied that the clause sits in the public company register 1,904 times and that we would take it from there. It is published with the corpus, from a 2011 filing by a subsidiary of a company that no longer exists.

Their managing director has since withdrawn the objection, in a reply printed below that is the best-argued thing on this page and lands at least two hits on us.

We paid the £684 anyway. The binder is on a shelf in this newsroom, the finance desk has quietly annexed it, and it is — we should say this plainly — extremely good.