The timely preparation of succinct and accurate meeting minutes is one of the main duties of a company secretary. The minutes provide a continuing, permanent official record of the business transacted at every meeting. The Corporations Act (section 251A(1)) legislates that a company must keep minute books in which all proceedings and resolutions of meetings are recorded within one month of holding the meeting.
The Corporations Act (section 251A(2)) also requires that all minutes be signed within a reasonable time after the meeting. As the officer who must sign the minutes, the chair must ensure that they are satisfied that the minutes provide a correct record of proceedings at the meeting.
It is worth noting that there is no requirement for the signed minutes to be the version that is recorded in the minute book within one month. This is important for bodies that do not meet monthly as, in practice, the minutes of the previous meeting will often be approved and signed at the next meeting held.
Although the Corporations Act legislates that timely minutes must be recorded and signed, it does not stipulate the types of minutes that need to be recorded – that is, pure minutes of resolutions or minutes of narration. It is the responsibility of the directors to decide their preferred style of minutes and to work with the company secretary to ensure their requirements are being met. Directors must carefully consider the style of their meeting minutes, as the signed minutes serve as legal evidence acceptable in court proceedings of what occurred at the meeting unless the contrary is proved.
Minutes for the most part, record no more than the occurrence of the meeting, essential details of proceedings and the important decisions made. It is however appropriate corporate practice for minutes of meetings to strike a suitable balance between pure minutes of resolutions and minutes of narration.
Below are key items for consideration when determining the type meeting minutes most suited for your organisation:
- It is important that any declarations of interests made by directors are reflected in the minutes including how these interests were managed;
- That where important business decisions have been made, particularly those that require business judgement, the minutes adequately record the processes followed in coming to the decision;
- That where a resolution is passed, the minutes reflect the exact wording of the resolution including any conditions to the resolution and any director’s dissent or abstention from that resolution;
- That the minutes reflect any advice from management in addition to board papers as well as any advice sought from independent parties. Minutes should also note where additional information or advice has been requested by directors before a final decision can be made;
- That the minutes note when other documents are tabled at the meeting that did not form part of the board papers originally circulated for timely director review; and
- That the minutes include a separate action items list indicating what is to be done, by whom and by when.
If you require any assistance in determining the most suitable style of minutes for your organisation or have any questions, please feel free to contact us to discuss further.