Chapter 11 - MINUTES Flashcards
For what meetings must minutes be taken to record proceedings, resolutions and decisions according to the Companies Act?
Meetings of directors
General meetings of members
Sole decisions of a member / class
What three key things must be recorded in minutes to ensure effective governance?
Meeting proceedings
Resolutions
Decisions
Does the Act require for Companies to record and keep minutes of Committees?
No - not clear
NOTE: Most Company Articles will include this requirement - it is good practice to do so.
What is a consequence of a failure to record one decision of the Board or Members?
It may affect or invalidate a consequential decision of the Board or Members
Does the Act make provision for directors to
take decisions by written resolution ?
No - any such authority will derive from the Articles or under common law.
Does the Act stipulate a required style, content and format of the minutes?
No - it is up to the company to decide for themselves.
Provided the minutes have been properly recorded then until the contrary is proved the meeting is
deemed duly held and convened, the proceedings to have taken place and any appointments made at the meeting aredeeme d valid (CA2006 s. 249(2)).
Who reviews and who approves the minutes of meetings of directors?
The Chair; the Board
Where decisions are taken by written resolution there will of course be no minutes but instead one or more copies of the resolutions - what signifies directors’ consent?
Signature by each director
What SEVEN key static data items are usually present in the minutes according to best practice??
- company name and registered number (registered number is useful where the company subsequently changes its name);
- place, date and time the meeting commenced;
- attendees (indicating which part of the meeting was attended by those not present for the whole meeting);
- identity of the person chairing the meeting;
- confirmation that a quorum is present;
- declaration of any specific potential conflicts of interest in matters to be discussed or changes of general potential conflicts of interest; and
- time meeting closes.
For members’ meetings - do conflicts of interest need to be recorded?
NO
For large members’ meetings - do all attendees need to be recorded?
NO
Note: sometimes company names and number of attendees from each may be noted; in other cases a quorum will simply be stated.
Name some examples of variable data / information that is usually present in minutes.
Variable data includes:
* matters brought forward and action points from previous meeting(s);
* review and approval for signature of minutes of the previous meeting;
* discussions on matters on agenda, actions points, decisions made;
* matters to be carried forward and action points; and
* any other business not on the agenda.
The Six Cs - explain CLARITY
Minutes should be clear and neutral.
The Six Cs - explain COHERENCE
Minutes should be consistent in tone and grouped appropriately by topic / agenda point.
The Six Cs - explain CONCISENESS
Minutes should be a concise record of the meeting. While nothing material should be omitted, there is no need to repeat the same point several times – even if that actually happened during the meeting.
The Six Cs - explain CONSISTENCY
Minutes that are written in a consistent style and tone will be much easier to read and be understood.
The Six Cs - explain COMPLETENESS
Each section of the minutes should be complete showing the discussion and the decision reached, whether that is that the item was approved, not approved, deferred pending additional clarity or results of some testing until a later date, simply noted or some other result.
The Six Cs - explain CORRECTNESS
Minutes that are correct in terms of the language, technical terms, grammar and spelling, will be much easier to understand and allow the reader to concentrate on the meaning of the message rather than the message itself.
Is the style and detail of a company’s minutes influenced by the business or the sector?
YES.
Simply recording any discussions
may not, however, provide sufficient detail and background to the decision, in particular, for listed or regulated companies, where the directors are often required to be able to demonstrate that they have fulfilled their duties to challenge decisions and consider their overriding duties to members and other stakeholders. Accordingly, the style and
detail of minutes will also be influenced by the business and sector of the organisation.
Why should a record of votes for and against resolutions be maintained?
Recording the votes cast in respect of a resolution in the minutes is conclusive evidence of the vote unless a different result can be proved
What is the purpose of keeping directors’ minutes?
To keep a permanent record of the decisions of the directors and ideally a sense of the discussions and reasons for any decisions reached
What are the differing minute retention periods for meetings held before or after 1 October 2007?
Permanently and 10 years respectively
What are the dangers of not keeping minute books secure?
Loss of confidentiality, total loss or tampering and alteration
How long must a company keep its original, authenticated minutes?
Ten years
