Board Minutes

Minutes are taken by the company secretary or another appointed person, then circulated, corrected if needed and approved at the next meeting. They list who attended, any declared conflicts, the matters considered, the decisions reached and the follow-up actions with owners. Good minutes do not transcribe the debate. They capture enough to show that directors received the information, asked questions and reached a reasoned decision. Company law in many countries requires minutes to be kept and sometimes sets how long they must be preserved. Resolutions passed in writing, outside a meeting, are normally recorded in the same way. Regulators, auditors, courts and liquidators read minutes when they want to know who knew what and when. Thin or backdated minutes weaken a board's position when its decisions are challenged.

A manufacturer's board approves a large acquisition after hearing a due diligence summary. The minutes record that one director declared an interest and left the room, that the board asked about pending litigation, and that the vote was five to one. Two years later, a shareholder challenge fails largely because those records exist.