Highly experienced team with a great understanding of corporate governance
The importance of minute taking at board meetings is more than just best practice.
Board minutes and resolutions are a legal record of board decision, and may be the best, and sometimes only, evidence of the decision-making process. Minutes may help to establish that the company directors have satisfactorily exercised their powers and discharged their duties – see Isle of Man Companies Act 1931 S119 on Minutes of Proceedings, or the Isle of Man Companies Act 2006 S71 on Written Resolutions.
Minutes should include the key points of discussion and detail the issues and risks the Board has considered. If judgment is required and directors are balancing a number of competing risks, it is prudent to consider whether the minutes capture them adequately.
Minutes and Resolutions | What we do
We will outline processes to ensure that the information recorded contains a sufficient level of detail. Too much information can be unhelpful and too little can cause ambiguity. The right balance needs to be struck.
Minutes should record:
- A general outline of issues raised and the general response of the Board.
- The rationale for the resolutions and decisions passed by the majority, and the risks and issues which have been considered by the Board.
- The collective decision.
- Significant issues raised by directors and any votes by directors against or abstaining.
However, Board minutes should not record:
- Every director’s contribution, discussion or debate – minutes are not an exact transcript.
- The details of robust discussions that take place – documenting ‘who said what’.
The board papers and any supporting documentation used in the decision-making process should influence the details in the minutes. Where appropriate, the minutes should refer to these supporting documents and thereby avoid repeating the contents. Minutes must be signed by the chair of the meeting, or by the chair of the next meeting, within a reasonable time after the meeting takes place. All directors should be given an opportunity to review and discuss the minutes before they are approved and signed.
We will ensure that you have the right processes in place and work with you to develop document retention policies in order to safeguard evidence.