For boards and committees, minutes are a legal requirement under the Companies Act. But when it comes to how much detail they should include, the picture gets blurry, with the answer often, “As much or as little as you need.”
That’s partly true. But with regulators paying closer attention to board decisions, that answer isn’t enough anymore. So, we spoke with Peter Swabey, Policy & Research Director at the Chartered Governance Institute, for his insights and a few top tips.
There’s no “right” way to write board minutes… but there is a wrong way
Minutes are an internal record of what was decided in the boardroom and how. They also help directors stay aligned on what took place. But the focus of the minutes varies.
For example, charities and public sector groups often publish minutes, so accountability is clear. Financial services firms focus on showing regulators that key risks were considered.
When we created our guidance on minute taking, we spoke to many company secretaries, some working across several organizations. They told us their minutes often look very different from one board to the next.
There’s no single right format. Don’t feel tied to rigid templates. Instead, choose a style and level of detail that works for your organization.
One key point: don’t write minutes just for regulators. For two good reasons.
First, you’ll miss the value of tailoring minutes for your board, like ensuring directors leave with the same understanding.
Second, it approaches the problem the wrong way. Well-run board meetings that produce strong minutes give regulators the assurance they need that the board is doing its job. Improving your board governance will be far more valuable than trying to “bulletproof” your minutes.
Top tips for board minute writers
What to consider when writing best-practice meeting minutes
- There’s no one-size-fits-all solution: tailor your minutes to your organization and sector. Don’t rely on fixed templates.
- Write for your board, not the regulator. Focus on what will ensure the board works better, and regulators will see that.
- Aim for clarity. Write enough so that a new director could understand what was decided, and why.
- It’s easy to miss something while minute writing, so agree ahead of time with the chair how you’ll recap decisions during the meeting.
- Your notes won’t always be perfect. Don’t keep them longer than necessary to get your minutes approved.
Aim to give a taste of the conversation
Part of the art of taking minutes is turning a long discussion into a short, clear summary of what happened at the board meeting. But how much detail is enough?
Technically, minutes record what the board did. However, they should also provide some context—a glimpse of how the decision was reached.
Here’s a good rule of thumb: if a new director could read the minutes and understand both what happened and why the board made those decisions, then you’ve struck the right balance.
Another thing to keep in mind is that whenever two people have a conversation, people tend to go off-topic. That is amplified when you have eight or ten board members. So, your role isn’t to follow every tangent but to make them a coherent whole, to shape a clear record of what was decided and how, including both support and challenge.
A lawyer’s take
“These past years, the regulatory trend has been to make individuals at the top personably 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 challenge, focussing 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 specializations include corporate governance, which, in his words, means “helping to keep people out of trouble.” |
Don’t forget to capture the challenge
A board meeting shouldn't always be comfortable. Constructive challenge is expected (and healthy) at nearly every board meeting. Capturing that tension around a proposed decision isn’t just acceptable; it’s essential.
Dissent, on the other hand, is less common. But sometimes, a board member will still disagree after the discussion ends. In those cases, the chair often says directly, “We should note that so and so was against this decision.”
Make it a joint effort with the board chair
Sometimes, it may seem like no one made a decision, and a few members might hope no one noticed! But the critical value of minutes is ensuring that you avoid any scenarios where different people leave the board meeting with differing understandings of whether a decision was made. If a decision isn’t clear, it’s better to confirm than to leave room for misinterpretation.
As company secretary, one of your key roles is supporting the chair. A key tip we often hear: have a quick pre-meeting chat between the company secretary and the chair. Walk through the agenda, how the chair plans to handle it, and what you both can do to make things easier.
That might include, for example, a short recap at the end of each item — what was decided, who’s responsible, and next steps.
Name names only if necessary
Traditionally, directors aren’t named. The whole idea of a unitary board means members may disagree, but they act as one. So minutes often say, “The board noted XYZ.”
But that’s changing. Regulators—especially in financial services—are paying more attention to the contributions of individual directors. We’re seeing more comments tied to specific people.
Interestingly, the same regulators don’t always do that in their own minutes!
Unless required by your industry, I’d advise against naming individual names. It’s more important to reflect the challenge within the discussion and show how the board reached its decision.
Trust your notes, but only so much…
What if a director disputes your notes? Technically, the board—not you—is responsible for the accuracy of the minutes.
But if there’s a big gap between what you wrote and what someone recalls, talk to the chair.
Why? Because your notes might not be 100% accurate. Some directors may want to rewrite history, but it’s just as likely that you missed key details, too. Mistakes happen, and you’re human.
…and don’t keep them longer than you need
Some people destroy their notes right after writing the minutes. Others keep them until the minutes are approved, in case any questions arise.
But some hang onto notes much longer. That can be risky. In legal cases, old notes might create multiple “versions” of what happened.
So, a final tip would be to destroy your notes once the board has approved the minutes. 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 organizations. |