Introduction to this document

Board meeting minutes

Companies have to record what happens at board meetings. This helps to keep track of what was decided and when, and the minutes can also be referred to if there is any challenge to how a decision was made.

Basic requirement

The Companies Act 2006 requires minutes of board meetings to be taken and kept for at least ten years. Companies can choose whether to keep them in hard copy or electronic form.

There is no need for a verbatim record of who said what to be taken. A brief summary of what was discussed will usually suffice, along with details of the decisions taken, although each company will have its own requirements. Sometimes, if a director strongly opposes a decision, they may request that their objection is noted in the minutes. Otherwise, there is no need to record which director voted for/against, unless required by the company’s articles or internal requirements about how board meetings are conducted and recorded. If a decision is particularly contentious or significant, it would be prudent to prepare detailed minutes.

It is usual for the company secretary to take the minutes at the meeting, then prepare and circulate them to the board as soon as possible after the meeting so that any inaccuracies can be resolved. The first item of the agenda for the following board meeting will be to verify those minutes and authorise the chairman to sign them.

Contracts

If the company has entered into a contract with one of its directors, and that director is also its sole shareholder, there is a specific requirement to record a written memorandum of the terms of the contract in the minutes of the first board meeting after the contract was entered into. This does not apply to contracts in writing, as the company already has the record, or contracts in the ordinary course of the company’s business, e.g. a hire care company leasing a car to its director shareholder.

Disclosure

There is no legal requirement to disclose board meeting minutes to the shareholders, so this is up to each company. However, if an auditor wants to inspect them, this must be allowed.