In-depth Report & Legal Guidance: Board Minutes

Board

The Governance Institute of Australia and the Australian Institute of Company Directors (AICD) have collaborated on an in-depth report and webcast outlining the current issues in minute taking.

The Governance Institute of Australia and the Australian Institute of Company Directors (AICD) have collaborated on a report to outline the current issues in minute taking to support our members and guide debate on this topic.

The practice of minute taking has attracted heightened scrutiny in recent months. We summarise the key principles, provide our view on matters to be included in minutes, and consider the approach to board papers and document retention policies.

We have obtained feedback from our members and have also sought counsels’ opinion on some particular issues related to minutes to add legal context to the conclusions, recommendations and positions taken in this statement, which apply to both board minutes and board committee minutes.

The legal opinion from Dominique Hogan-Doran SC and Douglas Gration covers:

  • The purpose of minutes and detail to be included;
  • Drafts and notes;
  • Amendments to minutes;
  • Challenge and dissent;
  • Board papers and other supporting documents;
  • Legal professional privilege.

The full report (PDF) can be found on the Governance Institute of Australia website here: "Joint statement on board minutes", and Lawyer's Weekly published their story about the report here.

Governance Institute general manager of advocacy and policy Catherine Maxwell hosted a webcast with Anna Sandham FGIA, Douglas Gration FGIA and Graham Bradley AM FAICD on 2 August, complete with a Q&A. You can view a video recording of this event from 9 August.

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