Good board minutes matter. When people leave a meeting, they need to know what was decided, what happens next, and who’s doing what.
Board minutes might not be the most thrilling part of governance, but getting them right makes everything else work better. Here’s what you need to include.
What Are Minutes For?
Your minutes are a record of what was decided and why – not a word-for-word transcript of everything said. Include enough background so anyone reading them later (even someone who wasn’t there) can understand the decisions made.
The Basics
Every set of board minutes should start with:
- Company name and number
- Date, time and location (or if it was online)
- Which directors attended
- Who sent apologies
- Who chaired the meeting
- Any observers or alternates present
- Confirmation that enough people were there (quorum)
- What notice was given
Approving Previous Minutes
The last meeting’s minutes should go out beforehand so everyone can read them. At the start of the meeting, confirm they’re accurate. The chair usually signs them once approved.
If anything’s wrong, now’s the time to say so before they’re filed away.
Conflicts of Interest
This should be a standing item on every agenda. Directors must declare any conflicts – it’s one of their key duties to put the company’s interests first.
When someone has a conflict, their judgment might be compromised. Better to flag it early.
What Was Discussed
Your minutes need to capture:
The purpose – Why did you meet? Reference any papers that were reviewed. It might be routine business or something specific like approving dividends (and confirming there are enough reserves to pay them).
Decisions made – Record the text of any resolutions and whether they passed. Include every decision, whether it was unanimous or by majority vote.
If shareholders need to approve something, note that too.
What happens next – If you need shareholder approval, record when the meeting was adjourned and how the resolution was passed (general meeting or written resolution).
Filing and Actions
Note any instructions for your company secretary, including updating statutory books or filing forms with Companies House.
Closing Details
Record when the meeting ended and when you’ll meet next.
Storage and Access
Don’t publish your minutes unless there’s a legal or regulatory reason to do so.
If you record meetings (perhaps to help with typing up), delete the recording once the minutes are approved.
How long to keep them: Companies House requires you to keep board minutes for at least 10 years. The ICSA recommends keeping them for the life of the organisation.
Destroy any rough notes once the minutes are approved.
Getting It Right
Write your minutes soon after the meeting while everything’s fresh. There’s very little in law about length or detail – the main requirement is that someone reading them can understand the decisions that were made.
Remember: minutes often come under scrutiny during company sales or due diligence. They show how directors have managed risks, met targets, and made decisions. It’s worth getting them right.
Make Minutes Easier
Modern governance platforms can streamline the whole process – from distributing papers before meetings to recording decisions and tracking actions afterwards. When minutes are linked to your board portal, everyone can see what needs doing and nothing gets lost.
Looking for more guidance? Read our blog on how to run effective board meetings or check the ICSA guidance on minute taking.