Board Minute Policy & Style Guide

The Companies Act 2006 requires that all companies record proceedings of directors’ meetings and that they are retained for at least 10 years. Articles of association and shareholders’ agreements also often contain additional requirements as regards board meetings and recording directors’ decisions. In general, however, there is little prescription in relation to board minutes and so practice in terms of style, content, structure and the degree of detail contained will vary from company to company.

Case law has however highlighted the importance of ensuring that the preparation of board minutes is given due care and attention. Whilst board minutes are kept for internal records, companies may wish to consider implementing a formal minute-taking policy and style guide that the board has approved. This should mean that board minutes create a proper and consistent contemporaneous record of each meeting in line with a company’s preferred style that can be relied on externally to provide a record of facts, if, for example, they are scrutinised by a court at a future date.

This template covers the main aspects of such a policy and is a useful starting point for companies that wish to consider such a policy.

This policy covers:

• the purpose of the policy;
• legal requirements;
• disclosure and retention of minutes;
• responsibility for minute taking;
• accuracy and compliance;
• draft minutes: content and style;
• approval and amendment of minutes; and
• timing of minutes.

Optional phrases/clauses are in enclosed brackets. These should be read carefully and selected to be compatible with one another. Unused options should be removed from the document.

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Board Minute Policy & Style Guide is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.