As a business grows, running it effectively becomes even more important. The days of the owner-founder simply deciding what to do and how and when to do it don't last forever, and if the hoped for growth is achieved, effective governance becomes even more important.
And perhaps the key element of that is setting up a board and making sure it is fit for purpose. A good board can be the difference between a promising start up and a thriving and sustainable business. Bringing the board together round the table is a key principle of good governance, so it's worth knowing exactly what to expect and how to get the best from your board meetings.
One of the most important aspects of complying with UK company laws on board meetings is to take proper board minutes.
What are board minutes?
According to section 248 of the Companies Act 2006, board minutes must be taken at every directors' meeting. This means that limited companies are legally required to keep an accurate written account of all board meetings.
Who writes them and signs them off?
The board minutes should be written by the board secretary. The most important part of the minutes is documenting an accurate account of board members' actions during the meeting. Secretaries will also want to include a statement of whether the minutes of the previous meeting were read and approved. The minutes of the board meeting should be recorded in a written document that is signed by the chairperson.
What should they include?
The minutes record the proceedings of the meeting and should include the following items where applicable
- Company name and registered office address
- Time, date, and location of board meeting
- The time that the meeting commenced
- Names of all persons in attendance
- Names of absentees
- Authorised proxies
- Name of the chairperson
- Whether a quorum is present
- Items on the agenda
- Proposed resolutions
- Outcome of proposed resolutions (i.e., 'passed' or 'rejected')
- List of directors for and against any motions
- Actions or next steps required to fulfil passed resolutions
- Objections, queries, or concerns raised
- Amendments or corrections to previous board minutes
- Additions to current board meeting agenda
- Items on the agenda postponed until next meeting or future date
- Note of any filings that have to be made at Companies House or HMRC, as well as the name(s) of the person(s) responsible for these tasks
- Any additional matters discussed
- Agreed date of next board meeting
- Time of adjournment
There is no specific legal requirement as to how the purpose of the meeting and background to the matters to be discussed at the meeting are set out, however they should be clear and complete enough for someone looking at the minutes at a later date to gain a sufficient understanding of the matters discussed.
Getting your governance right is a vital part of creating a successful business that can sustain its growth. At Paul Beare Ltd, we offer company secretarial services that can help with your governance needs.
Whatever your growth vision, setting up in the UK can be made a lot easier by sourcing the right advice.
Originally published by Paul Beare Ltd., April 23, 2023
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.