--- title: "Nine Boards, One Minute-Taker. The Same Resolution Appears 1,904 Times." dek: "Text-reuse analysis of 41,000 filings finds a 214-word reserved-matters clause repeated verbatim across nine of twenty large boards and some three hundred subsidiaries. Nobody drafted it in concert. They all buy the same book." kind: analysis (Analysis) desk: Shadow Governance author: Marcus Oyelaran and Harriet Kwon-Massey (fictional) published: 2026-08-21T05:30:00Z url: https://theyburied.com/article/nine-boards-one-minute-taker tags: company secretaries, boilerplate, corporate governance, text reuse, Thackray & Bance genre: satire status: fiction — nothing in this story happened; every person, source and document is invented --- # Nine Boards, One Minute-Taker. The Same Resolution Appears 1,904 Times. *Text-reuse analysis of 41,000 filings finds a 214-word reserved-matters clause repeated verbatim across nine of twenty large boards and some three hundred subsidiaries. Nobody drafted it in concert. They all buy the same book.* 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. > **Figure:** One 214-word clause, counted four ways — see https://theyburied.com/article/nine-boards-one-minute-taker ## 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." > I think we may have raised it because the paragraph would not fit the page. > > — Hubert Tranmere-Achebe 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. ## Sources (invented) - 41,000 filings from the public company register, Articles, resolutions and amendments, 1994–2026 — Downloaded in bulk from the registry's own free service; corpus, matching code and corrigenda published with this story (January–June 2026) - Dr. Ottilie Marchbank-Osei, Computational linguist; works on text reuse in eighteenth-century sermons — Given the corpus and no numbers; reran the analysis at her own thresholds and published her working (May–June 2026) - Hubert Tranmere-Achebe, 91, Solicitor, retired; the surviving member of the 1988 editorial committee — Interviewed at his home in Shropshire; two hours, on the record, with his daughter present at his request (14 July 2026) - Bridget Ollerenshaw-Baptiste, Managing director, Thackray & Bance — Written questions, then a reply she asked us to print entire (July 2026) - Carrowmore Governance Services, Supplies the company secretary to nine of the twenty — Declined an interview; answered five written questions in writing (June 2026) ## What we could not confirm - Whether the 1988 threshold change had any purpose beyond fitting the page. Our only surviving witness cannot remember and says so. We have found no minute of the committee; the publisher says its papers before 1996 were lost in a move to Bermondsey, and we have no way to test that. - What the clause has actually kept from any board. We can show which class of decision it lifts above the agenda. We cannot show one decision that a board would otherwise have seen, because that needs board papers, and board papers are not on the register. - Whether the nine companies chose Clause 9 or inherited it. Five did not answer the question. Four said, in near-identical words, that it was in the template when the current secretary arrived — which is itself either the finding or a coincidence, and we cannot say which. ## Right of reply **Bridget Ollerenshaw-Baptiste, managing director, Thackray & Bance** (Replied on 19 July 2026 and asked that it run entire. Printed unedited.): > You have counted our sales and called it a network. > > I want to be careful here, because your draft is more honest than the version of this story I have been answering for twenty years, and I do not want to waste the opportunity by being defensive. > > Here is what we are. We are eleven people above a sandwich shop in Bermondsey. We have published this book since 1951. It costs £684 a year, we will sell it to you, to your readers, to a sixth-former, to anybody. Roughly eleven thousand people subscribe. Nine of them, it turns out, happen to be the company secretaries of very large companies, and you have written 1,900 words about those nine and not one about the other ten thousand nine hundred and ninety-one. > > The reason everyone uses the same clause is that the alternative is worse, and nobody who says otherwise has ever had to read three hundred bespoke sets of articles. A precedent that has been litigated is a known quantity. Clause 9 has been construed by the courts four times since 1963 and survived each time, which means that when a board adopts it, the board knows what it means. A clause drafted fresh by a clever firm means whatever a judge decides it means in 2031. Standardisation is not a conspiracy against the reader. It is the reason your mortgage does not take a year. > > On the 1988 revision I can tell you almost nothing, and I have looked. Our papers before 1996 did not survive the move. I have read Mr Tranmere-Achebe's account in your draft and I have no basis to contradict it and no reason to want to. If a threshold in a book of ours was raised for typographical convenience, that is a poor reason and I am not going to pretend it is a good one. I would say only that the threshold has been reviewed in every edition since, by committees with minutes, and left where it is. > > What I resent, mildly, is the framing. You have found that professionals use standard forms. You would have found the same thing in any trade in this country. Your own newspaper, I notice, has a style guide, and I would be very surprised if you wrote it from nothing. > > We did ask you not to reproduce Clause 9. You replied that it appears in the public register 1,904 times and that you would take it from there. That is a fair answer and I withdraw the objection. I would rather people read it than imagine it. --- They Buried is a satirical newspaper. Every story, source, document and person in it is invented. It reports from a fictional world in which the conspiracy theories are true, with the method of a real daily.