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9 tips for board minutes

Hanrick Curran’s Corporate Advisory and Audit divisions regularly work with the directors of large private, public and listed entities. In our experience there is often an opportunity to improve the record keeping of formal board meetings. Minutes of directors’ meetings are critical in protecting the directors and managers of a company from claims that they may not have properly discharged their duties. There can be serious reputational damage and fines if the minutes are wrong. Litigation & Insolvency Partner, Sarah Davies of Clarke Kann, recently shared with us her 9 tips for ensuring board minutes serve their purpose.

  1. Prepare minutes promptly; they should be contemporaneous.
  2. Include enough detail, but not too much. Don’t make a transcript of the meeting, but do include enough detail to show proper consideration was given to the issues.
  3. Make sure that they are easy to follow. Use techniques that aid readability.
  4. Identify documents relied upon, particularly if they are not in the board pack.
  5. Identify conflicts, or potential conflicts. Make sure they are properly dealt with.
  6. Record dissents and abstentions. Remember the lessons from James Hardie.
  7. Make a list of action items. It’s an important checklist for work that needs to be done for the next meeting.
  8. Review the minutes. Each director present at the meeting should read the drafts before adoption, and be satisfied with the record keeping.
  9. Sign the minutes within a reasonable time after the meeting, and record the resolutions in the company’s minute book within 1 month.

Please contact your usual Hanrick Curran adviser, Matthew Green on 3218 3900 if you wish to discuss suggestions to enhance your company’s record keeping practices.

Thanks to Sarah Davies, partner of Clarke Kann, for sharing the content.

 

Please note that this publication is intended to provide a general summary and should not be relied upon as a substitute for personal advice.