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What are board minutes ?

12 September 2022 – Vanessa Galhardo-Galhetas

Board minutes are an important part of the board meetings cycle, as it transcripts clearly decisions that have been taken by the Board of Directors and can serve as a reference after the meeting. Drafting board minutes is an art that not everyone masters and requires more skills than many can presume.


What are board minutes ?

Board minutes or minutes of the meeting of the board of directors are a record of the discussions and decisions during a board meeting. They are usually written by the corporate secretary or company secretary. Ideally, they should capture discussions, decisions, resolutions, and key deliberations associated to items on a board meeting agenda.

Moreover, the board minutes also provide details on the date, time, location, attendees, agenda and background materials of the meeting.


Prepare for the board meeting

As a general rule, it is wise to never go unprepared in a board meeting. Drafting board minutes of a good quality, without any preparation, is difficult to impossible.

Therefore, it is advisable to study the board meeting agenda, board packs, supporting materials, and other key documents. As a result, the corporate secretary or company secretary will follow the conversation and anticipate the discussion points, actions, and motions that should be recorded in the meeting minutes. In addition, meeting minutes from the previous board meeting should be revisited.

An additional element of preparation is the use of a beforehand created meeting minutes template. A well created minutes template avoid diversion of attention to transcribing basic information—such as attendance lists, date, time, and location—and allows them to focus on capturing important decisions, motions, and key deliberations. The wording of proposed motions or resolutions and board actions can be added to a template ahead of time, along with references to board documents.

After a board meeting concludes, meeting minutes are drafted by the corporate secretary, reviewed by the legal team and business leaders, circulated for approval among directors, and subsequently archived for future reference.


Drafting of the board minutes

While board minutes do not need to read as a full and literal transcript of every interaction, they should adequately document all aspects of the board meeting.

Regarding timing, it is advisable to draft the minutes promptly. Within the first days after the meeting is the best timing. A vocal recording can be an interesting support for the drafting of the minutes, as it allows to listen to fragments of the meeting and better capture discussions and decisions and their context.

In drafting the meeting minutes, reference meeting notes, materials presented to the board prior to the meeting, and any additional meeting day materials should be included.

As a good practice, board minutes should be proofread. Given that board minutes can be used in contacts with regulators, legal proceedings, audits, or other regulatory reviews, it is important to get an accurate view on the content of the board minutes. It is good practice to have experts review meeting minutes for quality and accuracy, and circulate the board minutes amongst board members for their comments.


Share board minutes in a timely manner

For the efficiency and effectiveness of board meetings, it is important to distribute board minutes in a timely manner. A timely distribution can help build confidence in an organization’s corporate governance abilities and helps preserve the integrity of meeting minutes.

However, in this digital era, do not forget the importance of security. Confidentiality of meeting minutes is critical. Make sure that the process you choose for distributing meeting minutes allows sufficient security. Board minutes often contain sensitive board documents and information that cybercriminals may find valuable. Make sure that end-to-end security precautions are in place. Sending sets of board minutes to private e-mail addresses of board members puts the confidentiality of the board minutes seriously at risk and should be avoided at all times. This should be clearly communicated and be part of company policies.


Would you like to learn more or understand what this means for your organization?

Do not hesitate to contact us.