Introduction to this document

Minutes of board meeting held remotely

Companies must record what happens at board meetings and this rule still applies to those held remotely by telephone/video conference. 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.

Holding meetings remotely

Many companies' articles allow board meetings to be conducted via telephone, video or online. For example, the Model Articles allow directors to communicate with each other and participate in a meeting by any means (art 10 Model Articles for private companies limited by shares). Note that the meeting should still be called in the usual way.

If the articles do not allow board meetings to be held remotely, all directors entitled to receive notice should give their consent to ensure the validity of the meeting. Companies may wish to amend the articles by shareholder written resolution to allow board meetings to be held remotely to avoid any potential challenge.

Beware. Unless the articles of a company specifically permit, a series of one-to-one telephone calls made to various directors is unlikely to constitute a valid meeting.

Requirement for minutes

Minutes are an important record of discussions and decisions taken at board meetings. If there is a dispute about why a decision was taken, or whether the correct formalities were followed, they can be referred to as evidence of what happened. If the minutes do not make any reference to a matter that was discussed, there is a presumption that it was not discussed (this means that other evidence would be needed to prove that it was).

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.

Level of detail

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.

Many video and telephone conferencing facilities enable the meeting to be recorded. A recording of a board meeting could constitute the minutes, but it would be difficult to consult in order to check individual decisions. Therefore, any such recording should be securely stored, and separate minutes should also be prepared for ease of reference.