It is important to have accurate and impartial records of what decisions have been made, by whom and what needs to be done as a result of the meeting but at the same time, keeping them concise and to the point.

Good minute taking can be a difficult and time consuming task as there is no ‘one-size fits all’ solution.

“Good minuting is a deceptively difficult and time-consuming task which is often under-valued, notably by directors. It is far more than an administrative formality.”  The Institute of Chartered Secretaries (ICSA).

Why is it important to minute meetings?

Board Meetings are an essential process of any corporate body and the highest level of internal decisions are made at these meetings.

It is therefore important to document these decisions correctly as the minutes will provide a long-term, formal internal record of the company’s decisions and actions.

Guidelines on good minute taking

ICSA has recently issued guidance on good minute taking practice which also highlights the importance on getting the minute process right.

Below are key points and general advice which should be taken into account:

  • The board minute process, in general, is not regulated by statute, however, the Companies Act 2006 does require that board minutes are to be taken and kept by the company for at least 10 years (although it is wise to retain the minutes indefinitely).  A failure to do so is a criminal offence for the directors;
  • As the meeting of a board is an internal matter, board meetings are governed by the company’s constitution, however, the Companies Act 2006 details certain statutory duties imposed upon directors. One of these duties is to demonstrate due skill and care. It is important to document whether the directors took others’ advice where necessary and considered all relevant information at the time a decision was made – evidence of this within the minutes may provide much needed confirmation that the directors acted appropriately;
  • The company secretary is a suitable person/body to document and ensure compliance to the minuting process. Having a company secretary who has the legal knowledge required can be a huge help before, during and after board meetings. This can range from summarising an argument and accurately recording the decisions to dealing with the necessary filings and tasks post board meeting. Importantly, having a secretary who can draw conflict issues to the board’s attention and thereby prompt appropriate action can mitigate the risk of the directors taking decisions that may be challenged for having failed to comply with the Company’s articles.

Even though a company is no longer required to have a secretary, the company secretary is a vital tool for any board. A person/body with the legal knowledge, practical skills and confidence to challenge directors and board members will ensure that all board matters are dealt with efficiently and correctly.

In turn, the board minutes will thoroughly and impartially document the decision-making process from the directors and the board, which may well come in use should a challenge on a directors’ decision occur.