There have been a number of recently publicised instances in Ireland where organisations in the financial services and not for profit sectors, in particular, had no or inadequate minutes of the proceedings of at least some of their board meetings. This is very worrying as the minutes are the written record of the business transacted at a meeting and of the decisions reached at it.
It is incumbent on companies to ensure that adequate minutes are taken of meetings and those not in compliance are leaving themselves open to possible claims and disputes as well as the reputational damage of being in breach of the Companies Acts.
Section 145(1) of the Companies Act, 1963 states that, ‘every company shall as soon as may be cause minutes of all proceedings of general meetings and all proceedings at meetings of its directors or committees of directors to be entered in books kept for that purpose’. Regulation 69 of Table A goes on to state some of the specific items that need to be included in the minutes.