Courts may also look at the minutes of a meeting to determine what occurred in the meeting and as evidence as to how the board was going to deal with a situation.

Third parties such as investors, banks and strategic partners may also want to see minutes (or relevant extracts) as evidence of the approval of transactions to be entered into with them.

Minutes may be examined by potential purchasers/investors who are conducting due diligence on a company and who will want to look at the company records to see that matters have been properly dealt with.

Companies should bear in mind that it may not just be the directors that will look at the minutes: Minutes can be extremely useful for providing information to directors who were unable to attend the meeting or to any new directors who may wish to look at how matters have been dealt with previously. ‘Checking off’ these items when preparing the agenda ought to help as a reminder as to the points that need to be addressed at the meeting.

matters reported on and referenced supporting papers and.

consideration and declaration of directors’ interests.

a list of the names of directors and other attendees at the meeting.

the date, time and location of the meeting.

To read more about directors’ duties, their role and responsibilities, see our article here.Īlthough the content of minutes will obviously vary from meeting to meeting, there are set matters which should always be covered in the agenda.

While it is unnecessary to document every factor considered in reaching their decision, if any factor is particularly relevant or if the decision is controversial, directors will, if they are able to produce records such as minutes of discussions, be better placed to prove that they paid due regard to the relevant factors. Likewise, directors have a duty to promote the success of the company and, in doing so, must have regard to a list of specified factors. While the act changed the requirement for directors to declare such interests at a board meeting (the obligation is now to declare the interest to the other directors), a board meeting may well be the most appropriate forum in which to declare such interests, allow discussion of the interest and record the agreed arrangements in the minutes.įormally documenting declarations helps to evidence that interests have been properly considered and declared. Minutes can be helpful in recording compliance with legal requirements and duties, including directors’ duties such as the obligation to declare interests in proposed transactions or arrangements.

all appointments made at the meeting are deemed valid.

all proceedings at the meeting are deemed to have duly taken place and.

the meeting is deemed duly held and convened.

Minutes that are recorded in accordance with the act’s requirements and which are signed by the chairperson are evidence of the proceedings at the meeting and, unless the contrary is proved, that: The purpose of minuting meetings is to ensure that there is an accurate record of the proceedings at the meeting. The Companies Act 2006 does not define ‘proceedings’ but it is considered good practice to ensure that the minutes accurately record all resolutions and decisions (which may include dissenting views) and contain enough information for the reader to understand the background to the various decisions and, depending on the importance of the resolution, the thought process that led to them being made. Any decisions of the board made during such get-togethers should be minuted. This will not only apply to formally convened board meetings but also to informal get-togethers of the board. Why do we need to produce minutes?Įvery company is legally required to keep minutes of all ‘proceedings’ at meetings of its directors. This article outlines the often overlooked role of board minutes and provides some practical points to help with proper minute taking.

Failure to do so may be interpreted as being symptomatic of more serious underlying problems. All boards should strive to produce minutes which are clear, accurate and contain a meaningful summary of the matters discussed and the decisions taken. Although often seen as an administrative burden, they play a key part in a company’s good governance regime.

Minutes approved as corrected