The practice of minutes: Best practice tips

  • Minutes serve a crucial function in a corporate governance context. 
  • Minutes recorded within one month and signed within a reasonable time are evidence of the proceeding, resolution or declaration to which it relates. 
  • A move to using recording devices at board meetings to accurately record the meeting may come at the cost of open discussion by directors at meetings.

Boardroom table with papers

On 31 May 2017 at the Governance Institute of Australia's Corporate Governance Forum, best practice processes and standards for taking minutes were discussed by a panel of speakers with notable experience in this area.

The panelists who shared their expertise on this topic were Maureen McGrath, (General Counsel, Compliance and Secretariat, Scentre Group), Peter Smiles (Deputy Company Secretary and Senior Manager, Group Legal, QBE Insurance Group) and Dominique Hogan-Doran (Senior Counsel and non-executive director).

The purpose of minutes

This article highlights the best practice tips that were discussed during the session.

The administrative nature of minutes means that their importance in a corporate governance context is often overlooked. Minutes serve a crucial function, as they provide an accurate record of the decisions taken or recommendations made, during meetings of boards of directors and board committees.

What are the legal requirements?

The statutory obligations in relation to minutes are set out in s 251A of the Corporations Act 2001 (Corporations Act) and involve a two-stage process as follows:

  1. recording the business transacted at a meeting (or otherwise)
  2. ensuring that the minutes are signed within a reasonable time.

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