Why minutes matter: the importance of corporate minutes

21 September 2020

Meetings use up a lot of valuable time – but they are worthwhile if they aid in progressing projects or making critical decisions that will determine the future of the company. This is where corporate minutes come in to their own, serving as a record of key points, decisions and next steps agreed upon during a company meeting.

No matter how small or informal the meeting, keeping corporate minutes matter. And, in some instances, they are a legal requirement. A common example of this is board meetings, where meeting minutes will serve as a legal documentation of what took place.

At an AGM, minutes are critical in keeping a record of elections and changes to the constitution. In other, less critical meetings, they are simply good administrative practice.

What should minutes include?

As a general rule, your corporate meeting minutes should include the following:

  • Time, date, and location of the meeting.
  • The fact that proper prior notice of the meeting was given or that notice was waived by those attending the meeting.
  • Members in attendance (names of board members or the approximate number of people attending).
  • The official actions taken by the meeting participants (motions made and approved or defeated).

Information that should not be recorded in minutes includes:

  • Names of those who make and second motions.
  • The vote (number voting for and against) for each motion.
  • Detail of the debate that occurred regarding each motion.

Through our company secretarial services, business leaders regularly lean on our lawyers to ensure all high-level communication is recorded in writing. Below, we’ve listed the top 5 reasons for keeping corporate minutes:

1. Minutes mean accountability

When everyone leaves a meeting with a clear idea of their responsibilities and tasks over the following weeks, projects should progress smoothly providing there are no hiccups along the way. When a meeting is held and no minutes are taken, certain tasks or questions can easily slip off the radars of busy team members.

Without minutes to refer back to, there is also a risk that members will forget who an action was assigned to and shirk blame when the task is not completed on time. When minutes are circulated following a productive meeting, attendees can be held to account for the tasks assigned to them during the meeting.

2. Minutes mean action

Good meeting minutes will communicate not only what was decided, but also what action needs to be achieved, by whom and by when. Think of minutes like a post-meeting To Do list – once distributed, everyone who took part in the meeting will have a set of clear instructions to action ahead of the next meeting.

Should any key team members be unable to attend the meeting, minutes will help keep them updated on project status and aware of their deliverables before the next meeting. Bringing minutes from a previous meeting to the next one can help eliminate the tendency to rehash topics that have already been addressed.

3. Minutes mean historical records

Minutes of board meetings form part of the company’s records under the Companies Act 2006 – they can be held as hard copies or in electronic format – but they must be capable of being reproduced in hard copy form.

In the case of an AGM where business-critical decisions are made or a formal motion is proposed and seconded, then (regardless whether it passes) this must be recorded. Further, minutes evidence the authority for directors to carry out acts on behalf of the company, in particular recording the delegation of responsibility.

4. Minutes mean minimising time-wasting

A productive meeting should be followed up with a plan of action; all attendees should leave with clear instructions and next steps to reach a particular goal or target. These minutes can be referred back to or translated into a To Do list on a project management tool. No one likes to repeat themselves and no one likes pointless meetings.

Without concise and clear minutes, the same group can gather for a project update and be forced to repeat points previously made since no record was made of matters previously addressed. By simply recording what has been discussed and disseminating that information, you can cut down on wasted time and enhance productivity in all departments.

5. Minutes mean legal protection

As well as actionable instructions, minutes serve as evidence of what was said, who said it and what was agreed during a meeting. Generally speaking, corporate minutes are used to demonstrate good governance, a robust decision-making process as well as engagement and appropriate challenge

Still, many companies see minutes as optional. At best, this can lead to a lack of progress on particular projects. At worst, a lack of records can leave you open to the risk of a business dispute.

Corporate minutes don’t need to be long and complicated. They don’t need to be laden with business language, perfectly punctuated and written in the house style. However, if minutes aren’t taken, what can ensue is a war of words.  Without a clear record of who said what and who will be responsible for certain actions, reaching an agreement in an argument is a challenge.

Need assistance in recording corporate minutes? Our lawyers are here to help. We offer cost-effective company secretarial services for a wide range of organisations to form part of a strong corporate governance strategy.

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