Board meeting minutes – more than internal records?

The Institute of Chartered Secretaries and Administrators has released a consultation paper on minuting board meetings. The consultation notes that, traditionally, these minutes have been used as internal records. However, practice has been evolving and the lack of sufficiently full board minutes was highlighted as part of the Treasury Select Committee review of the failure of HBOS plc.

The consultation seeks view on:

  • the purpose of board meeting minutes;
  • ICSA's position that the company secretary is responsible to the chairman for the preparation and retention of minutes; the chairman and the other members of the board are responsible for confirming their accuracy;
  • the information that should appear at the start of all minutes (for example, the date, time and venue where the meeting was held, and how it was held (ie in person, by telephone etc));
  • the style of writing used for board minutes. The consultation states that minutes need to be written in such a way that someone, who was not present at the meeting, can follow the decisions that were made. The consultation also notes that minutes can also form part of an external audit and a regulatory review and may also be used in legal proceedings.
  • the level of detail in minutes and whether they should be a verbatim record of a meeting;
  • the publication of board minutes; and
  • the documentation of conflicts of interest.

ICSA asks for responses to the questions raised and any other comments by close of business on 24 June 2016 and, after a review of responses, intends to publish revised guidance.