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BMs – COVID 19 & Directors’ Duties

Board Minutes – COVID 19 and Directors’ Duties


Directors are tasked with the management and control of their business. In the current pandemic this will cause directors to consider their duties and the actions that they take even more carefully and document these matters in board minutes as a record of matters considered and decisions made.

Directors’ duties and responsibilities as set out in the Companies Act 2006, continue to apply notwithstanding the COVID-19 pandemic and directors must act in a way they consider most likely to promote the success of the company, for the benefit of the members as a whole. COVID-19 may mean interpreting this duty in a broader and different way than usual.

Directors are unlikely to be held to have breached their duties if decisions made, whatever their financial outcome, have been made to safeguard employees and ensure the company’s continued viability.

These board minutes refer to the COVID-19 pandemic and set out the matters that the company has and will consider to successfully navigate the impact of the pandemic on the company’s business. These board minutes allow the directors to acknowledge their duties, have a written record of their actions and the matters that they considered in coming to their decisions.

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