New Templates: Policy to Prepare & Keep Board Minutes Ensuring Compliance with s.248 Companies Act 2006 & Board Minutes Approving the Policy

The Companies Act 2006 requires that all companies record proceedings of directors’ meetings and that they are retained for 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.

Recent 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.

We have therefore this month added the following new templates:

• a template board minute policy and style guide. This internal policy document may be used by companies as a starting point to highlight the key considerations that should be thought about when drafting board minutes, including their purpose, their retention, when they may be disclosed and best practice with regards to their preparation; and
• a template board minute signing off the introduction and approval of the policy by the board. 

This will be a useful package for directors, company secretaries or administrators who wish to formalise the process of taking board minutes internally.