Take a minute and consider your Company’s Minutes

Life is busy, particularly so for those running their own business, but if you are a Director or Secretary of a company one thing you should consider is the importance and value of your company’s minutes. Every company is required to record all resolutions and proceedings at Board and Committee Meetings.  How this is done is up to the discretion of the company but there are some key points for consideration;

  • The Companies Act 2014 sets out that minutes must be kept for the following;
    • all appointments of officers made by its directors;
    • the names of the directors present at each board / committee meeting; and
    • all resolutions and proceedings at all meetings of its directors and of committees of directors.
  • They is no right way to draft minutes, the key is ensuring the minutes are accurate, impartial and balanced.
  • Minutes are not a verbatim record of the Meeting they should provide as much information as is deemed sufficient for future reference.
  • Documenting decisions clearly can help ensure that decisions can be implemented without delay and that actions raised are followed up and completed in a timely manner.
  • Regardless of who drafts the minutes it is still the responsibility of the Chairman and the Board as a whole to confirm their accuracy.
  • Drafting minutes is of no benefit if they can’t be found when required, it is a requirement that every Irish Company keeps minutes in books kept for this purpose.
  • Having your minute books complete and up to date evidences that the company has good corporate governance procedures in place.
  • The Director of Corporate enforcement has a legal right to inspect the minute books.

If your require assistance (on an on-going or ad hoc basis), we would be happy to provide support from attendance at meetings and taking full minutes, to any additional services required including advice on good meeting conduct or your Board or Committee’s Terms of Reference, and Schedule of Topics.

If you have any queries or if you would like to discuss how we can assist you please call Bernadette or Anna on +353 (0) 91 704818.

FCS Services... Corporate Governance and Company Secretarial Specialists