Checklist: what minutes should record
There is no standard format or type of information that should be recorded in company minutes.
However, the Office of the Director of Corporate Enforcement has set out guidance outlining the type of information and details that should be considered being recorded by the company secretary when taking the minutes of meetings.
These include:
- Date, time and location of the meeting;
- Names of the directors, secretary and person chairing the meeting;
- Names of other persons present (at the ‘top table’) and the capacity in which they attended e.g. the company’s auditors, managing agent etc.;
- Names of other persons present and the capacity in which they are in attendance;
- Persons from whom ‘apologies’ for inability to attend have been received;
- Approval of minutes of previous meeting and any corrections requested;
- Details of any documents or papers tabled for consideration, including the title and author of any such documents (generally these documents should be circulated in advance of the meeting). Documents that will form the basis of decisions (resolutions) at the meeting, such as the financial statements and auditor’s report (where applicable), must be circulated to the members before the meeting to afford them an opportunity to study them;
- Details of proposals put for vote, key points of same, members and directors views on the proposals, the names of the persons proposing and seconding (supporting) the proposals and the decision taken;
- An account of the views expressed by each person making a contribution to the discussion should be recorded, including for example, questions put to the board from the floor by members and the responses given. While the minutes may summarise the contributions made, the summary should accurately reflect the substance of the contributions made. Where a contributor specifically requests that their contribution be recorded in the minutes e.g. where a disagreement arises, particular care should be taken to ensure that the minutes accurately reflect both parties contribution; Details of any conflicts of interest declared by directors and whether, for example, they refrained from participating in any discussions, abstained from any vote taken or absented themselves from the meeting for any discussions on the matter;
- The results of any vote(s) taken; (as declared by the
- Chairperson) and whether the decision was taken by a
- show of hands or by poll;
- Details of the resolutions passed i.e. formal decisions made following a vote;
- Details of any delegations of authority by the board of directors to company members e.g. the fact that the board authorised a member to sign cheques on the company’s behalf should be recorded;
- Signature of the chairman of the board certifying that the recorded minutes are an accurate reflection of the proceedings;
- The agenda, as circulated to those attending the meeting should be appended to the minutes (each item on the agenda should be sequentially numbered for ease of reference).