By Simon O’ Connor, 17th Nov 2016 (Updated 16 Nov 2021)
Minutes are used to document business conducted at company meetings. Under sections 166 & 199 of the Companies Act 2014 the minutes of director’s meetings and Annual General Meetings (AMGs) must be kept. This is also a requirement from The Central Bank of Ireland and the Financial Regulator as auditors may want to review meeting minutes as part of the audit procedure.
Typically, the minutes will describe the events of a meeting, include a list of participants, record issues discussed and decisions made concerning these issues. Minutes can also be used as proof that a meeting took place to provide a reference for those who were unable to attend.
What are the requirements?
There is no “right way” to draft minutes and each company will have their own preference for minute taking. It is up to each individual business to decide how their meetings should be logged and in what degree of detail. However, the ICSA have recently listed their minimum expectations for minute taking which includes:
- The key points of the meeting
- Decisions made and the reason for them
- Agreed actions
- All minutes should be clear, concise and free from any ambiguity
It is usually the role of the company secretary to record the minutes of a meeting unless a nominated minute taker has been appointed. To ensure the minutes are accurately recorded, we do recommend that the appointed secretary or minute taker is qualified and possess the necessary skills for the task.
Below we have outlined key points for before, during and after a meeting which the minute taker should consider:
Before the meeting
- Read the minutes from the previous meeting
- Read the meeting agenda
- If the minute taker will be contributing to a particular discussion in the meeting, an alternative minute taker should be appointed to minute that point of the meeting
- Plan the timing of agenda items
- Be aware of the jargon or technical terms that may be used during the meeting
During the meeting
- Record the time and date of the meeting
- Ensure all participants are present
- Record relevant points made by each speaker
- Listen effectively to ensure accuracy
- If some points made are unclear, ask for clarification
- Ensure the meeting is kept on track in terms of timing and discussions. Advice chairperson if otherwise
- Take note of the time, date and venue of the next meeting
After the meeting
- Address any unclear points with the chairperson or relevant participant before they leave
- Read over minutes and ensure they are legible
- Write up and proofread the minutes as soon as possible after the meeting
- Send copy to chairperson and other relevant participants
- Recommend a deadline date for the approval to the chairperson
- Make any amendments requested Propose a deadline date for their approval to the chairperson
- Ensure the minutes are reviewed in time for the next meeting
- File the approved minutes
For more information on minute taking at meetings or for more information on our company secretarial services, please do not hesitate to contact us on 01 646 1625 or email us at email@example.com.
Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.