Best practices for board meeting minutes

The role of best practice guidance on minute writing

What do best practice board meeting minutes look like?

Delivering excellent minutes isn’t just about high-quality output; it’s also about an efficient and cost-effective process.

It helps to look at the full process from start to finish. By breaking the process down into separate tasks, you can identify steps that could be made more efficient and look for technologies to streamline your efforts. A good starting point is to use our free calculator to work out the full cost of minute writing for your organization.

You should also ensure that you implement the best practice tips below, so you can be confident you’re delivering the quality outputs your stakeholders expect.

The essential elements of board minutes

According to the Chartered Governance Institute UK & Ireland, the purpose of board and committee meeting minutes is to “provide an accurate, impartial, and balanced internal record of the business transacted at a meeting.” Minutes serve as a board’s institutional memory and guide the board as it makes strategic decisions.

Minutes include content such as: 

• Meeting details
• Agenda and key discussion points
• Decisions and resolutions 
• Action items
• Compliance and governance matters.

Using a template to take board meeting minutes can be useful. But remember, there’s no “one-size-fits-all” solution, and you should tailor your minutes to your organization and industry.

Required content and format for minutes

To deliver best practice meeting minutes, you should include the following essential features presented in a set format:

• Meeting date and time
• Names of directors attending, and those not attending
• Corrections and amendments to previous meeting minutes
• Additions to the current agenda
• Whether a quorum is present
• Motions taken or rejected and objections raised
• Voting and the outcome of the vote
• Actions taken or agreed to be taken
• Next steps
• Items to be held over
• New business
• Open discussion or public participation
• Next meeting date and time
• Time of adjournment.

Tone and level of detail

Minutes should include enough detail for a new director to understand what the board did and why it made certain decisions. They should be concise but comprehensive, capturing key discussions without going into unnecessary detail.

Minutes should also be factual, devoid of personal opinions or emotional language, and written in the third person.

What you should know about legal requirements and compliance

In the USA, meeting minutes serve as a legal record and should be reviewed and approved at the subsequent meeting. The Sarbanes-Oxley Act (SOX), which is a significant regulatory framework for public companies, states that financial, compliance, and risk management matters require detailed and precise records.

Record-keeping obligations

As a general rule, companies should retain their meeting minutes perpetually. These records must be available for director review and, if required, regulatory inspection.

How to write effective minutes

A good board meeting minutes template can help you produce more structured minutes. However, it may not always suit your specific use case. It’s more important to know what information you should record and how to present it.

Using Board Intelligence’s board portal app during virtual or in-person meetings can make writing minutes easier. You can easily navigate through your organization’s board packs and search within documents for information that comes up in the meeting. You can also use the annotation tools to highlight key areas of a paper that you may need to come back to when writing up your minutes.

Documenting discussions and decisions

Good minute-taking is a science and an art. You need to record what the board has said and done, but when conversations go off on a tangent, it can be difficult to turn these fragmented discussions into a coherent whole.

As best practice, write a short statement of the board's actions for each agenda item, briefly explaining the rationale for the activity, and summarizing the most important points shared.

As the board meeting progresses, record who voted for or against a motion, as well as any reasons given for dissenting votes. When recording motions, include the exact wording and any amendments, and note who proposed and seconded them.

Record the key points that impacted the decision, especially strategic concerns or insights. Summarize key points from board papers, paying special attention to any alternatives that were presented and considered for important decisions. Working with high-quality board papers can simplify this task significantly.

Handling sensitive information

Before the meeting, identify any topics that might be considered sensitive or confidential. These can include legal and financial matters, strategic plans, or personnel issues.

Include only high-level content for sensitive discussions, ensuring that the minutes reflect decisions taken but omit sensitive details. To maintain confidentiality and safeguard sensitive business and personal information, follow the relevant local data protection regulations.

Only share the minutes with those who need to be informed and ensure they are bound by confidentiality agreements. Redact confidential details before sharing the minutes with non-board members.

When discussing sensitive matters in a virtual meeting, you’ll need additional security protocols, such as encrypted platforms, restricted access, or digital NDAs. For more information, read our board meeting minute taking tips for virtual board meetings.

Writing board meeting minutes with AI

Generative AI is transforming the way governance teams put together board and committee meeting minutes.

AI excels at converting data from one representation to another, for example, “image to text”, “text to spreadsheet”, or “French to English”. This same process underpins minute writing; decisions made by the board (data) are converted from notes or transcripts (one representation of the data) into formal meeting minutes (another representation of the same data).

That’s why we developed Minute Writer, our own AI-powered software solution, to help governance teams save time and produce better minutes.

About Minute Writer: 

• Designed to be a one-purpose tool, it turns your notes or transcripts into minutes, keeping the details that matter without outputting anything that you haven’t included.
• Trained on a curated dataset of minutes, it knows what best practice looks like and works to generate the same quality standards consistently.
• Built with governance in mind, it breaks the process down into logical steps, each with checks and balances to help you oversee and guide what the AI does at every stage.

Minute Writer won’t automate the entire process, but it will speed up the more time-consuming aspects of minute writing, so that your governance team can get on with producing excellent-quality minutes.

What steps should you include in your review and approval process?

Review the minutes by: 

• Verifying facts
• Double-checking figures
• Ensuring all votes, motions, and action items are accurately captured. 

Before finalizing the minutes, send a draft to the board chair or other designated individual for approval. Make any amendments they request.

AI tools can flag potential inconsistencies or errors, such as unclear motions or missing action items, in the draft minutes. Many board management platforms include templates and workflows designed for minute approval.

At the start of a board meeting, the board must unanimously approve the minutes of the previous meeting. Approving meeting minutes is critical to maintaining the integrity of board operations, as unapproved minutes are not considered official documents. If the correct steps have been taken before the meeting, these approvals won’t consume much board meeting time or derail the meeting agenda.

Draft review procedures

After compiling the initial draft, circulate the minutes as soon as possible, ideally within three to five working days after the meeting. This ensures the details are still fresh in the directors’ minds, so they can promptly identify and address any issues. Use a secure platform, such as a board portal, so board members can access and review the minutes as needed.

Using your board portal’s internal collaboration feature allows board members to share their notes with you securely. Encourage feedback and invite members to highlight errors or suggest corrections before the next meeting. 

Distribution and storage

Distribute the approved minutes to board members using a dedicated document management solution and archive them using board portal software. This ensures compliance, reliability, and robust security during both physical and virtual board meetings.

What are the common pitfalls to avoid?

Given the complexity of board and committee meeting minutes and the volume of meetings that require minute writing, mistakes are bound to happen. Here are some common errors to watch out for:

• Ambiguous descriptions of board actions
• Excessively detailed records or verbatim transcripts
• Unclear action points
• Failure to record conflicts of interest
• Mishandling sensitive information
• Including information that could
• legally damage the board
• Failure to get the minutes approved so they become an official legal document
• Failure to document a quorum.

You can take the following steps to manage risks around confidentiality, accuracy, and completeness.

Managing confidentiality

Protect confidential information by using secure communication channels, including confidentiality agreements, and limiting document access. Using encrypted virtual meeting platforms and board portals prevents unauthorized interception.

Ensuring accuracy and completeness

To ensure you have complete and accurate minutes, use a consistent template that captures essential details, key discussion points, and action items, especially if you have a larger team producing minutes. You can also use AI-powered tools to flag potential mistakes or inconsistencies in the minute drafts, such as missing or unclear information.

Read our article dedicated to governance experts’ top tips to learn more about best practice minute writing.

FAQs

How should minutes for virtual or hybrid board meetings differ from in-person meetings?

Virtual and hybrid minutes must mention the meeting platform used and any technical issues that impact discussions or voting. Specify how quorum was established, especially in hybrid meetings where participants join from various locations. If sensitive matters were discussed at the meeting, record any additional security protocols used, such as using encrypted platforms or digital NDAs.

What is the correct way to document abstentions and dissenting opinions in board minutes?

Record the motion and vote outcome by stating the exact wording of the motion or resolution and recording the total number of votes for and against, as well as any abstentions. List the names of abstaining or dissenting members. If anyone chooses to explain their dissent or abstention, include a concise summary of their reason.

How long should organizations retain different types of board meeting minutes?

As a general rule, companies should retain their meeting minutes perpetually in case they are needed for director review or regulatory inspection.