Minutes are the primary evidence of how a board discharged its duties, and they are read in every dispute.
What to include. Date, time, place and means of attendance; those present including advisers; confirmation of notice and quorum; the matters considered and the materials provided; the fact and general nature of discussion; questions raised; recusals and abstentions; and the resolutions as adopted.
What not to include. Verbatim discussion; individual directors’ views attributed by name in ordinary circumstances; legal advice, which should be recorded as having been received rather than summarised; and drafting debates about the minutes themselves.
Show deliberation. Minutes recording only outcomes suggest a board that did not deliberate. Minutes recording that the board reviewed the analysis, considered alternatives, and asked identified questions demonstrate process without creating a transcript.
Timing. Prepared promptly and approved at the next meeting. Minutes drafted months later, in the shadow of a dispute, are worth little and are recognisable.
Materials. Board packages retained with the minutes, since the minutes’ reference to materials is meaningful only if they exist.
Privilege. Legal advice segregated so that the minutes can be produced without waiving it.
Consistency of format and of custody.