20th October 2016
The Institute of Chartered Secretaries and Administrators (ICSA) recently published useful guidance on the way that board minutes should be drafted.
Unlike company general meetings, board meetings are almost entirely unregulated by the Companies Act 2006. The only references to board minutes are under section 248, which requires minutes of board meetings to be taken and kept for at least 10 years, and section 249 which states that the minutes are evidence of the proceedings at the meeting, unless the contrary is proved.
The ICSA’s new guidance is not prescriptive, but identifies certain principles to assist with minute taking.
The Purpose of Board Minutes
The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting. The level of detail recorded will depend on the needs of the organisation, the industry sector, the requirements of any regulator and the working practices of the chairman, the board and the company secretary in general.
The ICSA points out that board minutes are “to record what was done, not what was said, but with sufficient context to give assurance that it was done properly”. The focus is clearly away from verbatim discussions and on the decisions that actually take place.
Responsibility for Board Minutes
If the organisation has a company secretary then ICSA’s view is that the responsibility lies with them for producing board minutes. If there is no company secretary then another appropriate individual would need to be identified. The ICSA guidance suggests the use of a minute taker at meetings to assist the person responsible.
Even though each organisation will have its preferred style of board minutes, the ICSA recommends that the following should be included:
• Date and time;
• Names of attendees and absentees;
• Amendments to previous meeting;
• Decisions made including actions, next steps, voting, outcomes;
• Motions taken;
• Items to be carried over; and
• Date of next meeting.
A draft set of board minutes should be circulated to the attendees as soon as possible after the board meeting and should be marked "draft".
Any correction or amendment can be added as a post-meeting note. It is not normally appropriate to amend the original minute, but an enhancement in the form of a post-meeting note can be very useful.
Access and Retention
Unless there is a legal or regulatory requirement, publishing minutes is not recommended. Even though the Companies Act 2006 requires minutes to be retained for at least 10 years, ICSA suggests that they are kept for the life of the organisation.
The guidance can be downloaded here on registration with ICSA.
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