Under Companies Act 2014, minutes of meetings of directors and members must be kept. Minutes are a permanent written record of business transacted at a meeting and of the decisions reached. The retention of clear, adequate and impartial minutes is an essential tool in demonstrating that the directors of an organisation take their fiduciary duties seriously.
In most cases minute taking falls under the duties of the company secretary. In advance of the meeting, the company secretary should take time to read the board documents and become familiar with the agenda items. Previous minutes of the company should be reviewed as a company may use templates to ensure consistency with the style of minute writing.
Although there is no statutory format for minute writing, decisions, action points, deadline dates and the person responsible for future tasks should be recorded clearly and concisely. Minutes should not be verbatim, the minute taker should establish the detail required from a company in their minutes before hand.
The minutes of a meeting should be prepared as soon as possible after its close to remain accurate. If decisions are made they should be recounted clearly, as the minutes are official records and a point of reference for those not in attendance. Minutes must be absolutely impartial.
The company secretary should send the draft minutes for approval and ensure a final copy is available for the chairperson to sign at the next meeting. No alterations should be made to minutes except to correct obvious errors. This should be done before signature, with the alterations being initialled by the chairperson. Once signed, minutes may not be altered and any subsequent revisions should be dealt with by an amending minute at a subsequent meeting.
Organisations too often can leave the responsibility of minute taking to junior members of staff without the appropriate level of training. Considering the value of effective minute taking, it is important that a qualified individual should be employed for the task. It is important to remember that minutes may be requested by regulators such as Central Bank or the Charities Regulator. Employing a professional with the necessary skills also speaks to the director’s attitudes towards their statutory duties imposed under Company Law.