Board meetings are gatherings of a company’s board of directors. They’re generally optional unless the articles of association state otherwise. However, if you operate your private limited company with more than one director they can be a valuable opportunity to meet, make decisions relating to the running of the business, and ultimately ensure that directors are acting collectively.
When you do choose to hold board meetings, you are obliged by the Companies Act 2006 to take minutes and keep them as a record for ten years; it is a criminal offence to fail to do so. However, there is no one-size fits all approach to writing minutes.
With this in mind, here we share our advice for taking effective board meeting minutes. Pencils (or laptops) at the ready…
Choose an appropriate minute-taker
The person who will be taking the minutes should be decided as soon as the board meeting has been announced. Do not decide on the day or give the task to whoever happens to walk into the meeting holding a laptop, as the individual will require time to prepare.
It is useful for the minute taker to have an understanding of the topics on the agenda. Taking accurate minutes is also quite an involved process that requires attention. Because of this, we recommend picking a skilled individual within the company who will not have an active role in the meeting but is familiar with its inner workings. Furthermore, they must be trusted not to discuss any sensitive matters that may arise.
If your company is a very small one, you may have no choice but to ask a director participating in the meeting to take minutes. This is fine but, again, give that person advance notice to ensure that they are ready.
For this blog, let’s assume the task of writing the minutes has been handed to you.
Understand the job
Minutes are not transcriptions or verbatim representations of exactly what was said at the meeting. Instead, they should be a summary of what was discussed, and the decisions made. The Corporate Governance Institute (formerly ICSA) has said that:
“[t]he purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting” and that “[m]inutes need to be written in such a way that someone who was not present at the meeting can follow the decisions that were made”.
However, it also notes that minutes should be reasonably concise.
Think of board meeting minutes as being like a plot synopsis for a play or film, rather than the actual script. Minutes do not need to specify what Person A said to Person B, how Person A responded and what Person C then added. Instead, they should be selective but neutral, with a breakdown of key points accompanied by conclusions and clear actions.
The minutes should not include your personal comments or opinions, unless these were expressed during the meeting and are objectively noteworthy.
As well as being legally required, board meeting minutes are also genuinely useful documents. They can:
- Provide post-meeting clarification
- Keep directors who were not present informed
- Help directors recap what was discussed
- Assist in resolving future internal disagreements
- Act as a form of evidence/defence in legal cases
- Demonstrate that the company and people within it take corporate compliance seriously
Don’t approach the task from the perspective that you’re doing it because you have to. Remember these potential purposes when drafting the minutes, so that the document you create provides real value to the company.
Know what the board meeting minutes need to include
Given their purpose, writing minutes isn’t a task that’s associated with artistic flourishes. Although what should be included will vary from company to company, the following basic information is likely to be important:
- Company name
- Company registration number
- Registered office address
- Date
- Meeting type
- Location
- Attendees and their roles/titles
- Absentees and their roles/titles (and confirmation that a meeting is quorate, if that is your company’s practice)
- Significant announcements
- Resolutions to be discussed and voted on
- Outcome of resolutions including the voting process
- Abridged version of meeting point discussions
- Action points with expected timescales
The Corporate Governance Institute guidance cited above sets out helpful principles and practical tips you might like to refer to if unsure what to cover.
When it comes to presentation, you’ll find an array of board meeting minute templates available for free online that can be used as a starting point and adapted to suit your needs.
Once you have been through the process once, and have a document that you are happy serves your purpose, you can save time in the future by using it as a drafting guide, to make sure that the essentials are always covered.
Prepare for the board meeting
Before the meeting is due to take place, consult the meeting agenda and any other materials that have been provided alongside it. The plan here is to familiarise yourself with the relevant topics so that you are sufficiently prepared for the day.
If there is an area you need more information about, speak with the chairperson (if there is one) or individual who has raised the agenda point. You don’t need to become an expert in every meeting point or know all the intricacies involved.
However you should have a basic understanding of what is going to be discussed, so that you can focus on the day, take accurate notes, and write better minutes.
Sit in the right spot
It may sound like a small thing but where you place yourself for the board meeting is important, especially if it is going to be well-attended. You need to find a location in which you can see and hear all attendees: both those who are physically present and those who are joining remotely. Arriving early will allow you to choose your spot and get prepared.
If it becomes clear that you are not sitting in a suitable location, move! Larger meetings can be intimidating, especially if you’re joining solely as the minute-taker. However, you are there to do a job. If you are unable to do it properly, rectify the situation as soon as possible.
Use a minute-taking approach that suits you
Using a laptop, rather than taking notes by hand, is likely to be the efficient way to write minutes for the seasoned minute-taker. However, particularly when getting started, you could try a combination of approaches to see what works best.
You could even record the meeting (let attendees know if you’ll be doing this), transcribe it, and then knock it into shape as soon as the meeting has concluded (but remember, board meeting minutes should not be a blow-by-blow account).
The more practice you have at taking board meeting minutes, the better you’ll get at it, but it may take trying out a few different methods to work out what you’re most comfortable with.
Clarify when necessary
Good meeting minutes should always be accurate. If anything arises during the board meeting that you’re unclear on, do not be afraid to halt the meeting and ask for clarification, no matter how small that something may be. Attendees may be using terminology that you’re not familiar with, for example, or you could miss important information because of multiple attendees speaking at once or someone not talking not loudly enough.
Do not assume or guess what directors said, as this could lead to inaccurate minutes that are not a true record of the meeting, undermining the purpose of taking minutes at all.
If in doubt, ask for further explanation or for someone to repeat themselves.
Distribute and then store the minutes
Try and complete the minutes as soon as you can once the meeting has adjourned. Wait too long and, unless you have recorded the meeting, you are likely to find it hard to remember details regardless of how comprehensive your notes may be.
Once drafted, send it to the chairperson for signing. This isn’t a legal requirement but is normal practice, as it serves as evidence that the minutes have been approved and agreed to.
The minutes can then be distributed to the board of directors (and whoever else may be required under the company’s articles or under company policy).
Make sure the company stores the board meeting meetings for a minimum of ten years from the meeting taking place. This can be done either electronically or physically (or both).
Thanks for reading
Minute-taking ensures that a company is compliant with company law, and the document itself provides an invaluable resource for looking back.
Like any other skill, taking minutes takes time and practice. We hope this blog helps you make a great start. Please leave a comment if you have any questions.
