Minutes are important because they provide an accurate record of the business transacted during board meetings, serve as legal evidence of decisions made, demonstrate compliance with statutory and regulatory obligations, and help organisations track directors’ duties to ensure they act in the company’s best interest. The Companies Act mandates that board minutes be retained for a minimum of 10 years. They serve as a key document to demonstrate that directors have upheld duties like promoting the company’s success and avoiding conflicts of interest.
Key Functions of Minutes
Good Practice Tips for Minute-Taking
These are covered in more detail in the Institute’s minute taking guidance.
Minute-Taking Skills
Active Listening
Minute-takers must be able to summarise discussions while accurately capturing decisions and action points.
Clear Documentation
Use clear, concise language and ensure accuracy. Significant discussions should be reflected to show proper decision-making processes.
Confidence
Minute-takers should ask for clarifications during the meeting when needed and stand firm on the accuracy of the minutes.
Structure and Content of Minutes
Ensure the minutes contain enough context to reflect the reasons for decisions but avoid excessive detail. The aim is to document what was done, not what was said.
- Company name, meeting date, time, location.
- List of attendees (those present in person or remotely) and apologies for absentees.
- Opening remarks and confirmation that the meeting is quorate (if required).
- Conflicts of Interest. Conflicts must be declared at the start of the meeting, and actions taken should be clearly noted. Conflicts register maintained by the company secretary ensures proper documentation.
- Summarise discussions and focus on key decisions and actions rather than transcribing the meeting verbatim.
- Name individuals only when necessary, such as when they present reports or abstain from a vote. Over-naming individuals can discourage open debate, particularly in regulated sectors.
- Assign specific tasks to individuals with clear deadlines for follow-up.
Resources
Related content
