Meeting Minutes

Meeting minutes, often referred to simply as "minutes," are the official, written record of the proceedings of a meeting. They serve as a factual account of the key discussions, decisions made, actions assigned, and resolutions passed by a board of directors, committee, or any other formal deliberative body.

Contrary to what the name might suggest, minutes are not a minute-by-minute transcript of every word spoken. Instead, they are a concise, accurate, and objective summary. Their primary purpose is to create an enduring record that can be referenced in the future to confirm what was decided, hold individuals accountable for assigned tasks, and provide a historical context for future decisions.

In the United Kingdom, meeting minutes are not merely an administrative formality; they are a critical component of effective corporate governance and carry significant legal weight. For companies, charities, and public sector bodies, the proper creation, approval, and maintenance of minutes are mandated by law and regulatory bodies.

The Legal Standing of Meeting Minutes in the UK

The importance of meeting minutes within the UK's legal framework cannot be overstated. The primary piece of legislation governing this is the Companies Act 2006, which sets out specific requirements for companies regarding the recording of their meetings.

Key Provisions of the Companies Act 2006

  • Section 248 (Minutes of directors' meetings): This section mandates that every company must cause minutes of all proceedings at meetings of its directors to be recorded.

  • Section 249 (Records as evidence): This is a crucial section. It states that minutes of proceedings of any meeting, if purporting to be signed by the chairman of that meeting or the chairman of the next succeeding meeting, are evidence (in Scotland, sufficient evidence) of the proceedings. This gives properly signed minutes the status of prima facie evidence, meaning they are accepted as correct until proven otherwise in a court of law.

  • Section 355 (Records of resolutions and meetings of members): This section extends the requirement to keep records to shareholder meetings, mandating that companies must keep records of all resolutions of members passed otherwise than at general meetings, and minutes of all proceedings of general meetings.

Retention and Inspection

Under the Companies Act 2006, minutes of directors' meetings must be kept for at least ten years from the date of the meeting. These records must be kept at the company's registered office or a Single Alternative Inspection Location (SAIL) and must be available for inspection by any director. Minutes of general (shareholder) meetings must be kept available for inspection by company members upon request.

For charities, the Charity Commission provides guidance that aligns with these principles, emphasising that minutes provide evidence of trustees meeting their duties and making properly considered decisions.

The Anatomy of Effective Meeting Minutes

While the level of detail can vary depending on the organisation's internal policies and the nature of the meeting, a comprehensive and compliant set of minutes should always include the following core components.

Essential Header Information

  • Name of the Organisation: The full legal name of the company or body.

  • Type of Meeting: e.g., "Board of Directors Meeting," "Audit Committee Meeting," "Annual General Meeting."

  • Date, Time, and Location: The specific date, start time, and physical or virtual location of the meeting.

Attendance and Apologies

  • List of Attendees: The full names and titles of all directors, committee members, and any other individuals present (e.g., the Company Secretary, guest speakers).

  • List of Apologies: The names of those who were invited but unable to attend.

  • Confirmation of Quorum: A statement confirming that a quorum—the minimum number of members required to be present to conduct business—was achieved.

Meeting Proceedings

  • Approval of Previous Minutes: A record of the board formally approving the minutes from the preceding meeting, noting any amendments made.

  • Agenda Items and Discussions: For each item on the agenda , the minutes should provide a concise summary of the key points of discussion, the main arguments presented, and the overall conclusion reached. It's crucial to remain objective and avoid attributing comments to specific individuals unless it is essential for context or a formal motion.

  • Decisions and Resolutions: This is arguably the most critical section. Every formal decision must be recorded with absolute clarity. For each resolution , the minutes must state:

    • The exact wording of the motion or resolution proposed.

    • The name of the person who proposed it and, if applicable, the seconder.

    • The outcome of the vote, including the number of votes for, against, and any abstentions.

    • Whether the resolution was passed or defeated.

Actions and Next Steps

  • Action Items: A clear and unambiguous list of all tasks assigned during the meeting. For each action item, the minutes should record:

    • What the task is.

    • Who is responsible for completing it.

    • When the deadline for completion is. (This section ensures accountability and drives progress between meetings. An internal link to a glossary page on Action Items would be appropriate here.)

Concluding Information

  • Next Meeting: The date, time, and location of the next scheduled meeting.

  • Adjournment: The time the meeting was formally closed by the Chair.

  • Signature: A space for the Chair of the meeting (or the Chair of the subsequent meeting) to sign, formally verifying the minutes as a true and accurate record once they have been approved.

Best Practices for High-Quality Minute Taking

The quality of meeting minutes often depends on the skill and preparation of the minute taker, who is frequently the Company Secretary. Adhering to best practices ensures the process is efficient, accurate, and produces a valuable corporate asset.

Before the Meeting

  1. Use a Template: Create a standardised template based on the structure outlined above. This ensures consistency and prevents omissions.

  2. Review the Agenda: Familiarise yourself with the agenda and all supporting documents in the board pack. This provides context for the discussions and helps you anticipate the key decisions that will need to be recorded.

  3. Check Attendee List: Have a list of expected attendees ready to quickly and accurately record who is present.

During the Meeting

  1. Be Objective and Impartial: The minutes must be a neutral record of events. Avoid injecting personal opinions, interpretations, or emotive language.

  2. Focus on Outcomes, Not Conversations: Do not attempt to create a verbatim transcript. The goal is to capture the essence of the discussion and, most importantly, the decisions and actions that result from it.

  3. Record Motions Precisely: When a formal motion is made, record its exact wording, who proposed it, and the outcome of the vote.

  4. Clarify and Confirm: If a discussion point or decision is unclear, do not hesitate to ask the Chair for clarification to ensure your record is accurate.

After the Meeting

  1. Write Up Promptly: Draft the minutes as soon as possible after the meeting while the details are still fresh in your mind. This significantly reduces the risk of errors and omissions.

  2. Proofread Thoroughly: Review the draft for clarity, accuracy, and any grammatical or typographical errors. It can be helpful to have a second person, often the Chair, review the draft before wider circulation.

  3. Circulate for Review: Distribute the draft minutes to all attendees for their review ahead of the next meeting, allowing them to suggest any necessary corrections or amendments.

The Approval, Signing, and Storage Process

The lifecycle of meeting minutes does not end when they are written. The formal approval process is what gives them their legal authority.

  1. Drafting and Circulation: The minute taker drafts the minutes and circulates them to the Chair for an initial review. Once the Chair is satisfied, the draft is typically circulated to all meeting attendees.

  2. Review and Amendments: Attendees review the draft and submit any proposed amendments to the Chair or Company Secretary before the next meeting.

  3. Formal Approval: At the beginning of the subsequent meeting, "Approval of Previous Minutes" will be a standing agenda item. The Chair will ask the board to formally approve the minutes. Any proposed amendments are discussed and accepted or rejected by the board.

  4. The Chair's Signature: Once the board has voted to approve the minutes, the Chair of that meeting signs and dates them. This act formally attests to their accuracy and gives them their status as legal evidence under the Companies Act 2006.

  5. Secure Storage: The final, signed minutes must be stored securely as part of the company's statutory books. Modern board management software, like BoardCloud, provides a secure digital archive for these critical documents, ensuring they are protected, easily accessible to authorised persons, and compliant with data retention laws.

Frequently Asked Questions (FAQ)

Q1: What is the difference between meeting minutes, notes, and a transcript?

  • Minutes are the official, legal record of a meeting's outcomes, decisions, and actions. They are structured, objective, and focus on what was decided, not everything that was said.

  • Notes are informal, personal records taken by an individual for their own reference. They have no legal standing and often include personal thoughts or reminders.

  • A Transcript is a word-for-word, verbatim recording of the entire conversation. Transcripts are rarely used for board meetings due to their length and the potential for discussions to be taken out of context. Minutes provide a more useful and legally sound summary.

Q2: How long must a UK company keep its meeting minutes?

Under the Companies Act 2006, minutes of directors' meetings must be kept for a minimum of ten years from the date of the meeting. It is considered good practice for companies to keep minutes for the entire life of the company, as they form a vital part of its historical corporate record.

Q3: Who is responsible for writing and signing the minutes?

The responsibility for taking and preparing the minutes typically falls to the Company Secretary. However, in their absence, the board may appoint another individual to act as the minute taker. The responsibility for signing the minutes lies with the Chair of the meeting at which they are approved. This is usually the Chair of the meeting being documented or the Chair of the next meeting where they are formally approved.