Part of running a successful board is minuting the meeting well. This is important so that when minutes are shared after the meeting everyone knows what their expected next steps will be and who is responsible for which actions.
Let's face it, board minutes may not always be exciting, but there are some things you should make sure you include in them, which we have shared with you below…
Your board minutes are a record of the meeting, rather than what happened verbatim. They should document not just what decisions should be made but also the reasons for the decision and include enough background information for future reference.
This is important because should you need to refer back to your records, or should someone who is not present need to familiarise themselves with them, they need to provide enough information to give the whole picture.
Board minutes will usually include the following information:
- Company name and number
- Date, time and venue (in person, virtually, etc)
- Statutory Directors present
- Name of chairperson
- Names of others in attendance (alternate directors, investor observers, etc);
- Whether a quorum is present
- What notice was given for the meeting.
2. Approval of prior minutes
Typically the minutes of the previous meeting will have been circulated prior to the meeting for approval, to give everyone a chance to read them before they attend the meeting.
It should be noted by the meeting that these are approved as an accurate record of what happened last time, and usually the Chair (if you have one) signs a copy as a mark of approval.
Should there be anything amiss or they are not agreed as correct this is the opportunity to flag it and amend or discuss the issue before the minutes of the previous meeting are filed.
3. Conflicts of interest
Every board of directors meeting should have an agenda item for conflicts of interests. This is the opportunity to declare any conflicts, or authorise directors’ conflicts. Remember one of the key duties of a director is to act in the best interests of the company first.
If there is conflict a director’s ability to be unbiased may be compromised. (we have covered more information on what conflicts of interests are in our blog here, and how to identify them here.)
4. Items discussed
There are a number of items to be discussed which should be noted in minutes. They include:
- The reason for the meeting
Board minutes should include the reason for the meeting and reference any papers presented to the meeting. This could be decisions about the day-to-day management of the company, or it could be for a specific purpose. For example the directors may wish to declare and pay a final dividend. They would need to recommend this and confirm that there are sufficient distributable reserves for the company to do so.
- Board resolutions
The text of any board resolution and a record of whether it was passed should be recorded. Remember too that every unanimous or majority decision taken by the directors should be included.
Minutes should also include the text of any resolutions that are proposed and require shareholder consent.
Minutes should also note that the meeting was adjourned so that a resolution could be sent to the shareholders and a record of how the resolution was passed by the shareholders (general meeting or written resolution).
5. Filing instructions
Minutes should include any instructions to the company secretary or about the execution of documents, including any writing up of statutory books and also importantly the filing of any relevant forms to Companies House.
6. Close of meeting
Minutes of every meeting should also include the time the meeting finished and the date of the next meeting.
7. Access to minutes and how long to keep.
It is not generally recommended that you publish minutes unless there is some legal or regulatory reason for you to do so.
Similarly, any audio recording of board meetings is not, generally, recommended. If you do record the meeting for some reason (ie for the typing up of minutes), the recording should be deleted once the minutes have been approved.
ICSA also recommends that any written notes of the meeting should be kept until the minutes are approved and then destroyed.
It’s worth bearing in mind that our suggestions here are only guidelines and whatever you have noted it is best practice is to get into the habit of writing your minutes sooner rather than later.
There is actually very little law detailing what minutes must have, particularly very little about length or depth of content, other than that the reader can discern from them the decision-making of the directors involved.
Don’t forget minutes often form an important part of diligence for a company sale too – providing evidence for example that risks to the business have been dealt with appropriately by the directors, targets have been met consistently, etc. They are important to get right!
Read our blog ‘How to run effective board meetings’
Read the ICSA guidance on minute taking here.
Try the BoardSecure meeting portal here.