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.

 

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.