Board Meeting minutes, outcomes and follow up

Board Meeting

So, you have organised your board meeting, invites, the agenda and board papers have been circulated and everyone has arrived on time…. what happens now?

As mentioned in our article “Prepping a successful board meeting” 2 key parts of the meeting are taking minutes and circulating actions – follow this link for handy templates for these tasks. This work is critical to the success of the board meeting: if the actions aren’t followed through the board meeting has just been a talking shop!

There is also a legal angle; in some circumstances the minutes can be demanded by authorities to confirm that the company has been properly run.  This is particularly relevant if you sell the company, if the company becomes insolvent or in the event of ‘discussions’ with HMRC.  Bear in mind therefore that your minutes may be read by people outside your business who will not be familiar with either your company or the background.

Here are our 9 top tips for making sure that your board gets things done:

  1. Listen to what is being discussed and ensure everyone understands what has been agreed – use the minutes as a vehicle for this (see (2) below)…
  1. Your minutes need to capture two key things:

a. Decisions reached by the directors – and why those decisions were reached. This is particularly relevant to the circumstances where third parties might need to read your minutes.

b. Actions agreed by the meeting – who should be completing those actions, and when those actions should be done by.

If, in the course of the meeting, either of these aren’t clear to the person taking the minutes, seek clarity!  This gives you a great opportunity to check that everyone understood it and also to get your minutes into shape!

  1. Keep your notes clear and precise – don’t write everything down, but do write enough so that people can recall the conversation and understand them later. Capture enough background so that the minutes can be read a few weeks later and clearly understood.
  1. Write the minutes up quickly after the meeting. Don’t put the job off for weeks. It makes a huge difference if the meeting is still fresh in your mind (and everyone else’s).
  1. Only record what was said in the meeting – not anything else you learnt after the meeting or in subsequent discussions.
  1. Structure your minutes in the same way as the agenda – i.e. with the same topic headings and numbering so that the two documents can be easily related.
  1. Distribute copies to board members and anyone the board has decided should be sent minutes. Keep a copy for the official company ‘Minute Book’ – this is a legal requirement.
  1. Keep a log of the actions agreed and who is responsible for them. If an action is due before the next board meeting – make sure it is followed up before the next meeting so that the status of all outstanding actions can be reviewed at the start of the next meeting. No one likes turning up to meetings and admitting that they haven’t done what they were supposed to…
  1. Finally, watch out for technical areas that require specific language in the minutes. Usually these relate to formal decisions on areas as mandated by company law (e.g. paying dividends, transferring shares, appointing and removing directors etc.).  Some areas require the shareholders to make decisions as ‘Resolutions’ or ‘Special Resolutions’ before the board can act in order to be considered legally correct (e.g. issuing new shares and share buybacks).  Whilst these are a fundamental part of the minutes when they crop up, this is a whole additional topic with some things being straightforward and others seriously complex and requiring specialist advice.

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