Meeting minutes are a clear legal requirement for boards and committees. Yet, ask what information board meeting minutes should contain or how much detail to include, and the picture gets blurrier. So, we’ve asked Peter Swabey, Policy & Research Director at the Chartered Governance Institute, for his take on the matter, plus a few top tips for company secretaries.
Key takeaways:
- Minutes should be tailored to your organization’s needs, audience, and regulatory environment, not written to appease regulators.
- Focus on outcomes and actions rather than transcribing conversations.
- Overly detailed minutes can create risks, obscure clarity, and increase liability.
- Pre-meeting alignment with the Chair helps clarify expectations, decisions, and accountability during the meeting.
- Minutes should provide enough context for a new director to understand what was decided and why, without unnecessary tangents.
- Focus on collective decisions over personal contributions.
- Use notes as a draft tool, but destroy them once the minutes are approved to avoid multiple versions of the truth.
There’s No “Right” Way to Write Board Minutes… But There’s a Wrong Way
Board meeting minutes are an internal record of what decisions were taken in the boardroom and how those decisions were reached. They provide a way for directors to ensure that they all share the same recollection of the events. But their focus can vary depending on the organization and sector.
Tailoring Minutes to Your Organization’s Needs
When we were preparing our guidance on minute taking, we talked to numerous company secretaries, and they told us that their minutes can look completely different from one board to the next. There’s no “one size fits all” for this, so don’t feel that you have to follow rigid rules. Rather, find a format and a level of detail that feels appropriate for you.
Here are some tips for tailoring your board meeting minutes to your organization’s needs:
- Identify who will read the minutes, and adjust details and tone accordingly.
- Check if your organization has a preferred template, format, or required inclusions.
- Capture decisions, key discussions, and actions without transcribing conversations verbatim.
- Note what needs to be done, who is responsible, and deadlines, for clear accountability.
- Ensure that any regulatory or legal requirements are documented.
- Provide background where necessary for decision-making, but avoid unnecessary detail if readers already know the topic.
- Emphasize themes aligned with strategy, governance priorities, or cultural values.
- Gather feedback from your board or team about what’s useful in the minutes and refine your approach over time.
Why You Shouldn’t Write Minutes for Regulators
There are two reasons to avoid writing your minutes for regulators. First, you’d be missing out on the benefits that minutes tailored to your organization can bring, such as ensuring alignment between board members. Secondly, the well-written minutes of a well-managed board meeting will assure the regulator that the board is doing its job properly.
So, improving your board governance as a whole will be more effective than trying to “bulletproof” your board meeting minutes.
Top Tips for Board Minute Writers
Taking good minutes is an art. And part of that art is condensing a huge volume of data down to a relatively short but clear exposition of what actually happened at the board meeting. Here are some tips on how to get it right.
Key Considerations for Best-Practice Meeting Minutes
- As discussed earlier in this post, you should tailor your minutes to your organization and industry rather than following a fixed template.
- Include what will help your board perform well, not what you think will appease the regulator. Doing the former is how you do the latter.
- As a rule of thumb, minutes should include just enough details so that a new director joining the board could understand not only what the board did, but also why it made those decisions.
- It’s easy to miss something while taking minutes, so agree ahead of time with your Chair on ways to recap the decisions throughout your meetings.
- Your notes won’t always be perfect, so don’t keep them longer than necessary to get your minutes approved.
Aim to Give a Taste of the Conversation
Theoretically, minutes are a record of what the board has done, but you should also have some context for those decisions; a little bit of a flavor of the discussion. A rule of thumb that I find quite useful: should you have a new director come onto the board, if your minutes give sufficient context that that person can understand not only what the board did, but why it made the decisions that it did, then you’ve probably struck about the right level.
Another thing to keep in mind is that whenever two people have a conversation, there is a tendency to diverge from the point. That’s obviously exacerbated with eight or ten people around a boardroom table. So, the role of the person taking the minutes is not to follow those tangents but to make them a coherent whole, so that they create a record of what the decision was and of how it was reached.
A Lawyer’s Take
Charles Mayo is Secure Trust Bank's general counsel. His specializations include corporate governance, which he defines as “helping to keep people out of trouble.”
Charles says, “These past years, the regulatory trend has been to make individuals at the top personally accountable, for example, in the financial services industry with the Senior Managers and Certification Regime or more recently with the Consumer Duty, which requires firms to act to deliver good outcomes for retail customers. That is, understandably, making decision-makers more cautious. And, it has led minutes increasingly but mistakenly to become transcripts of the entire discussion.
As a lawyer, however, I’d say, ‘Don’t be fearful of being succinct.’ Focus instead on minuting the essence or substance of the discussion, recording challenges, focusing on outcomes for customers and other stakeholders, and making sure that your minutes are clearly capturing what the actions are, who is responsible for doing them, and when.”
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Charles Mayo is the general counsel of Secure Trust Bank. His specialisations include corporate governance, which in his words means “helping to keep people out of trouble.” |
The Risk of Overly Detailed Minutes
Overly detailed board meeting minutes shift the focus from decisions and accountability to dialogue and commentary, which can be risky and counterproductive:
- Long, transcript-like minutes are time-consuming to prepare and review, which may discourage engagement from readers.
- Excessive detail can obscure key decisions and action points, making it harder for readers to identify what was agreed.
- Recording word-for-word dialogue or subjective comments can create unnecessary liability if the minutes are used as evidence in legal or regulatory proceedings.
- Sensitive details or informal remarks may be documented and circulated more widely than intended.
- Including informal comments or off-the-cuff remarks could reflect poorly on participants if shared outside the group.
- Regulatory bodies generally expect concise, factual records; too much detail may suggest a lack of professionalism or consistency.
Focusing on Essence, Outcomes, and Actions
Focusing on outcomes and actions in board meeting minutes ensures that the record is clear, purposeful, and aligned with governance best practices. Rather than capturing every discussion point, effective minutes highlight the decisions made, the reasoning behind them, and the concrete actions agreed upon. This approach keeps the minutes concise, makes accountability clear, and provides an accessible reference for future follow-up.
Don’t Forget to Capture the Challenge
A board meeting should not always be comfortable. Constructive challenges happen at pretty much every board meeting and are really healthy. Capturing part of that tension around a decision being proposed is not only necessary but absolutely important.
Distinguishing Between Challenge and Dissent
Challenge refers to board members questioning assumptions, probing for clarity, or testing the strength of proposals. It is constructive, forward-looking, and intended to strengthen decision-making. Dissent occurs when a board member disagrees with a decision or recommendation and formally registers that opposition.
Contrary to challenge, dissent is relatively unusual, but there will be some situations where a board member remains against the consensus after the debate is over. In these cases, the Chair will often directly tell you, “We should note that this person was against this decision.”
Make It a Joint Effort with the Board Chair
As a company secretary, supporting the Chair is an important part of your job. One key tip we’ve heard is for the company secretary and Chair to have a pre-meeting discussion to ensure clarity and alignment.
Ensuring Clarity in Decisions
Minutes help prevent situations where different people leave a board meeting with a different understanding of whether a decision has been made or not, and what exactly that decision is. So, if a decision isn’t clear, don’t be afraid to ask for clarification.
Using Pre-Meeting Chats to Align on Agenda and Approach
When talking to the Chair before a board meeting, discuss what’s on the agenda, how the Chair might tackle things, and what you both can do to make each other’s lives easier. That might include, for example, a summary at the end of each item of business of what the decision is, who’s going to execute that decision, and so on.
Name Names Only If You Must
Traditionally, individual directors are not named in board meeting minutes. The whole idea of a unitary board means that the board, despite having very disparate views, ultimately acts as one. So, it’s usually just, “The board noted XYZ.”
But increasingly, we’re seeing regulators examine individual directors’ contributions individually. So, comments are starting to be attributed more often, particularly in the financial services arena. It’s interesting to note, by the way, that the same regulators’ published minutes don’t necessarily do that.
Unless it’s required in your industry, I’d advise against naming individuals. Demonstrating the challenge within the discussion that led to a consensus matters more than associating remarks with a particular director.
Trust Your Notes, But Only to a Point
What if a director disagrees with your notes? Ultimately, responsibility for the accuracy of the minutes lies with the directors, not with you as the company secretary. But if there’s a real difference between what’s in your notes and what that director believes was said, you should pick up that issue with the Chair.
I say this because notes are not always accurate. Sure, there are some directors who will wish to rewrite history, but it’s just as likely that there may be nuances to the discussion that you have missed. Nobody is perfect.
Don’t Keep Notes Longer Than You Need
Some people destroy their notes as soon as they’ve written them. Others retain their notes until the board has approved the minutes of the meeting, so that they can refer back to them if there is a debate about what actually happened.
But some people seem to keep their notes a lot longer than that. And in the event of, say, litigation, that means you now potentially have more than one version of the truth. So, my final bit of advice would be to destroy your notes once the minutes have been approved by the board. Responsibility for the accuracy of the minutes is with the board.
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Peter Swabey is Policy & Research Director at the Chartered Governance Institute. He is responsible for developing the profile of the Institute to members, regulators, policymakers, employers, and other stakeholders by delivering thought leadership and lobbying campaigns aligned to the Institute’s strategy and promoting strong governance as the vital ingredient for success in organisations. |