Writing minutes of a board meeting is a necessary part of making sure your board of directors is run efficiently and successfully.
There are not many legal guidelines on the contents of your minutes, although there are some common and best practices which you can read about here.
There are sometimes questions around the purpose and style of board minutes, which we cover below…
Keeping a record of what has been discussed, proposed and agreed in your board meetings is an essential administrative practice.
They are evidence of the fact that:
- the meetings have been held
- what took place during the meetings
Minutes are therefore important documents for the business.
The purpose of taking and keeping minutes is not just to record these actions, but to record them accurately. If they are not taken down accurately the company cannot evidence that its board members have fulfilled their responsibilities to the company and acted within the company’s best interests (for more details on the roles and responsibilities of company directors you can see our module on this in our academy here).
In Section 172 of the Companies Act 2006, it stipulates that directors have a ‘duty to promote the success of a company’. By recording the decisions made, and reasons for these decisions, in your board meeting minutes, your company is showing that its directors are complying with their duties.
The ICSA (The Chartered Governance Institute) have written guidance on what style board minutes should take.
They share that whatever style is chosen, it must be written in a way that means anyone who was not at the meeting can understand what decisions were made and why.
Minutes should be written in a formal style, after all your board meeting minutes actually represent a permanent record of the meeting, and pieced together over time you are creating a history of all the decisions your board has made.
In the interest of all those having to read them however, you will want to keep them as concise as possible, whilst also ensuring that you provide enough details to set the background against which decisions have been made.
It is also good practice to write minutes in third party style, and in the past tense i.e
“The issue of X was discussed at length and all parties agreed that whilst worth noting, no further action will be required at this stage.”
Remember that your board meeting minutes are internal records; the style you choose reflects your business. Auditors are entitled to see books, records and your minutes should they wish to, so keeping them professional is the best choice.
Read our blog ‘What should board minutes contain?’
Read the ICSA guidance on minute taking here.
Try the BoardSecure meeting portal here.