Module 4 · Chapter 9

Minutes, Records and the Evaluation

A minute is read years later by people who were not in the room. This chapter shows what it must record, what sits beside it, and the records that close the board's year.

≈ 11 min read 8-question test

In this chapter

  • What a board minute must record, and what it must leave out
  • Why a decision log sits beside the minute during an incident
  • How insurance, the yearly evaluation and the governance statement complete the record

9.1The minute in one paragraph

A minute is the Board's own record of a meeting. The Company Secretary takes it, the directors approve it at their next meeting, and the Chair signs it (Charter §10.1). The Company keeps it for ten years from the date of the meeting (section 248).

The signed minute is evidence of what the meeting did (section 249). Any later argument about the meeting starts from that page, not from anyone's memory. So you draft each minute for a stranger who reads it years later.

Key point

Draft every minute for a reader who was not in the room. It must show what the directors knew, what they weighed and what they decided.

Also in this chapter

  1. Short minutes or full: what protects directors
  2. The recall minute, good and bad
  3. What a minute must leave out
  4. The decision log beside the minute
  5. Insurance: what the Company may promise its directors
  6. The Board's first evaluation
  7. The governance statement and the Wates Principles
  8. Your job

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