What are board minutes?
Board minutes are a document that sets out the objectives and outcomes of a company’s board meeting. Where a company's directors hold a meeting to approve any matters, company law requires minutes of such meetings to be taken and kept for 10 years from the date of the meeting.
Find out more about minutes and why your company needs them by reading this comprehensive guide.
Top 5 things to include in board meeting minutes - use our board meeting minutes example
As a crucial part of a company's governance and decision-making process, board meetings hold significant importance. These gatherings serve as platforms for directors to discuss strategies, make crucial decisions, and ensure the smooth functioning of the company.
To maintain transparency, compliance, and accurate records, it is essential to document board meetings meticulously. But what do board meeting notes actually need to include?
1. Details of the meeting
It is important to document the key details of the meeting, including when and where it took place, who attended and any directors absent from the meeting.
2. Notice and quorum
The minutes should confirm that proper notice has been given for the meeting and that it is quorate:
Notice - for a board meeting to be valid, proper notice must be provided to directors. The notice requirements will be set out in the company’s articles of association.
Quorum - “Quorum” is the minimum number of directors that must be present at the meeting in order for it to be valid and properly called. The company's articles of association will confirm how many directors must be present for the meeting to be valid (or quorate).
3. Directors’ duties and declarations of interest
It is a requirement of company law for directors to declare any conflicts of interest that they have in proposed transactions or arrangements. There are two main types of conflicts that must be declared by directors, and where conflicts are declared they should be documented in the minutes of the meeting:
Section 177 Companies Act 2006 - this section of the Companies Act 2006 imposes a duty on any director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company to declare the nature and extent of that interest to the other directors. This is a general duty for transactions that are proposed (but not yet approved) by the company and this option should be included if there is no bespoke wording in the company’s Articles of Association setting out an alternative procedure for dealing with this type of conflict of interest.
Section 182 Companies Act 2006 - this section of the Companies Act 2006 imposes a duty on any director who is in any way, directly or indirectly, interested in an existing transaction or arrangement with the company to declare the nature and extent of that interest to the other directors. This is a general duty for transactions that have already been entered into by the company and this option should be included if there is no bespoke wording in the company’s Articles of Association setting out an alternative procedure for dealing with this type of conflict of interest.
More information about directors' duties can be found here.
4. Approvals / resolutions
A key aspect of board meeting minutes involves documenting the resolutions proposed and the voting outcomes. The minutes should include details of each resolution passed by the board of directors. Under UK company law, certain decisions may require a specific majority or unanimity for approval, so it is important to accurately record the voting results to demonstrate compliance with corporate governance requirements.
5. Closing the meeting and next steps
The minutes should also clearly document any agreed outcomes or actions that must be taken following the meeting. For example, if the resolution that has been passed requires documents to be filed at Companies House (e.g. to file a company’s accounts), it should be made clear in the minutes who is responsible for taking such an action, and any timeframes that the action must be taken within.
All of the matters listed above, plus more, can be included in your minutes by using Docue’s board meeting minutes example.
Use Docue’s board minutes example to comply with UK company law
Docue’s board meeting minutes example can be used to record a number of different matters - simply choose from the board meeting minutes examples provided, or alternatively add your own matter into the template.
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