These provisions, which are principles-based rather than prescriptive, cover the five areas set out below.
Board minutes should provide a precise and impartial picture of the meeting. The level of detail required depends on various factors, for example: the needs of the organisation; the sector in which it operates; the requirements of any regulator; and the working practices of the chairman, the board and the company secretary.
The person responsible to the chairman for the preparation of board minutes is the company secretary, ideally with the support of a skilled minute taker so that the company secretary can participate fully in the meeting.
Style and Content
Even though each organisation will have its preferred style of minutes, the ICSA recommendations include: documenting the reasons for decisions; naming any conflicted individuals; and allocating any follow-up actions.
A draft should be circulated around the attendees as soon as possible after the meeting and should be marked 'draft'. Whether a conflicted director is authorised to review or access the minutes depends on the nature of the conflict and the company's constitution and needs to be judged on a case by case basis.
Access and Retention
Unless there is a legal or regulatory requirement, publishing minutes is not recommended. Even though the Companies Act 2006 requires minutes to be retained for at least 10 years, ICSA suggests that they are kept for the life of the organisation.