Board meetings are key events in the life of a company. Directors formally gather to discuss, agree and action critical decisions. The importance and necessity of board minutes cannot be overstated, as the meetings and minutes serve as a formal legal record and are central to ensuring suitable governance.
Whether your organisation is a small private company or a large listed entity, preparing accurate, well-structured board minutes is essential. Board meeting minutes are a fundamental part of corporate governance best practice. Drafted properly, they safeguard the board, reinforce decision-making and help the company remain compliant with its legal obligations. In contrast, poorly drafted or incomplete minutes can give rise to confusion, regulatory concern or even legal liability.
What are board minutes?
Board minutes are the official written record of what was addressed during a board meeting. They are a key tool in demonstrating compliance and transparency within a company’s internal governance processes and typically include:
- the date, time and location of the meeting;
- the names of attendees and absentees;
- declarations of interests or conflicts;
- a summary of the discussions held;
- the decisions reached or resolutions passed; and
- any actions agreed, including who is responsible for them.
Why are board minutes important and necessary?
Legal compliance
Under the Companies Act 2006, companies must record minutes of all directors’ meetings and retain them for at least 10 years. Failure to do so constitutes a criminal offence by the directors. Ensuring compliance with legal minute-keeping obligations is a core part of a company secretary or corporate legal team’s responsibilities.
Additionally, a company’s articles of association or shareholders’ agreement may impose further requirements around meetings and minute-keeping including how informal or written decisions must be documented.
Serving as evidence
Board minutes provide proof that decisions were made in line with the company’s governance framework and legal obligations. Should a dispute arise in future, whether with shareholders, regulators or other stakeholders, the minutes can serve as a first line of defence. Accurate board meeting documentation can protect against future legal challenges or regulatory breaches.
Protecting the board
Directors are subject to various statutory duties including acting in the company’s best interests and avoiding conflicts of interest. Well-crafted minutes can demonstrate that directors properly discharged these duties, for example by showing that shareholders’ interests were considered and conflicts were authorised. Board minutes for directors serve as key documentation to support director accountability and fiduciary compliance.
Disclosure and external scrutiny
Although board minutes are primarily internal records, they can become subject to disclosure in a variety of situations, such as:
- litigation or arbitration;
- regulatory investigations or enforcement;
- due diligence during corporate transactions; or
- freedom of information requests.
In some cases, board minutes may enter the public domain, such as when referred to in court judgments or reviewed by parliamentary committees.
This reinforces the importance of well-drafted corporate board minutes that can withstand public or legal scrutiny. Given that scrutiny may occur long after the meeting itself, it is vital that minutes are clear, accurate and capable of withstanding external examination.
Best practice for minute-taking
Effective board minutes strike a balance between sufficient detail and clarity without becoming overly lengthy or burdensome. Drafting should include:
Focus on the key decisions and rationale
Minutes should clearly record the decisions made and, where appropriate, why. Certain actions may require a concise overview. Recording board decisions with context helps demonstrate thoughtful corporate governance practices.
Avoid excessive detail
Minutes should not aim to transcribe every thought. Verbatim records are unnecessary and can even create legal risk if sensitive discussions are recorded which were never intended for broader disclosure.
Reference, not replicate, documents
If an agreement or report has been circulated in advance, there is no need to summarise its clauses in the board minutes. Doing so can reduce efficiency, especially if any of the referenced clauses are later amended, as this would require corresponding changes to the minutes and reapproval by both parties.
Include all formalities
Details such as the time, date, venue, and list of attendees and apologies are essential. The chair of the meeting should be clearly recorded as should any declarations of interest and how they were handled. Formalities ensure the board meeting minutes are complete and meet regulatory expectations.
How Moore Barlow can help
At Moore Barlow, our corporate lawyers take a tailored and efficient approach to drafting board minutes as well as other vital corporate documents. If your company is considering an important decision or transaction, we have the expertise to guide you through it in an efficient manner.
Whether you’re looking to improve your board meeting documentation or need assistance with governance compliance or company secretarial, our team can support you.
