Meeting basics: why are board minutes so important?

Meeting minutes are important legal documents. They serve as a record of decision made by the board of directors, and/or shareholders — which can be relied upon by banks, auditors and regulators. Signed minutes are an important evidentiary tool of the resolutions to which they relate.

Indiana Bridges, Thomson Reuters

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The law requires every company to keep a minute book in which it records within 1 month:

• signed proceedings and resolutions of meetings of the company's members;
• signed proceedings and resolutions of directors' meetings;
• signed resolutions passed without a meeting; or
• signed declarations made by a sole director/member.

How much detail should I include?

It is usual and good practice, for only the resolution that is finally passed, to be recorded in the minutes. The content of board minutes has played an important role in a number of high profile court decisions, including ASIC's prosecution of the directors of James Hardie Industries Ltd and Centro Properties Ltd.

Company directors should be mindful of the following points:

• minutes must be recorded within one month and signed off the by the chair of the meeting;
• directors are responsible for ensuring the accuracy of minutes and should diligently review draft minutes prior to adoption; and
• any inaccuracies should be rectified immediately.

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More Cleardocs information on related topics

You can read earlier ClearLaw articles on a range of governance-related topics.

Further information on your company and the law is available from the Australian Securities & Investments Commission.