# Board Minutes Are an Evidence Asset, Not a Transcript

**Category:** COMPANY-SECRETARIAL
**Author:** John Hotham
**Published:** 2026-10-15
**Read Time:** 5 min read

## Summary
Minutes should make the decision and its accountability clear. The statutory record is not a verbatim script, but it must be kept properly.

## Full Content
Minutes are not a transcript of every sentence. They are a durable record of what the directors considered and decided. If a decision is challenged later, vague minutes make it harder to show the board’s process and follow-through.

The Companies Act 2006 requires every company to record minutes of all proceedings at directors’ meetings and retain those records for at least ten years. Section 249 also gives properly authenticated minutes evidential status. [Companies Act 2006, section 248](https://www.legislation.gov.uk/ukpga/2006/46/section/248) | [Section 249](https://www.legislation.gov.uk/ukpga/2006/46/section/249)

Those provisions set the statutory floor. They do not prescribe a universal template or require a word-for-word account. The board and company secretary still need a record that is accurate, usable and proportionate.

## Record the decision, not the theatre

For each substantive item, capture:

- the paper or information considered, including its date or version;
- the question the directors were asked to decide;
- the material factors, risks and alternatives considered;
- the resolution or conclusion, including any conditions;
- conflicts declared and how they were handled, where relevant;
- actions, named owners and due dates; and
- any material dissent, abstention or qualification that should be recorded.

This is good governance practice, not a claim that section 248 lists each of these fields. The aim is a reliable decision record, not polished prose that obscures what happened.

## Make approval traceable

Link the minutes to the final board paper and approved resolution. Identify the meeting date, attendees, chair and approval status. Use version control. Restrict access appropriately, but make sure the corporate record can be retrieved when needed.

Before approval, check that the minutes do not turn discussion into a decision the board never made. Confirm that actions have owners. If the board deferred a decision pending more evidence, say so plainly and identify what comes next.

## The operational return

Good minutes reduce repeated debate, clarify accountability and give future directors context. They are not a substitute for sound judgement or advice. They are evidence of the governance process and an instruction set for follow-up.

The test is simple: could a reader identify what was decided, why it was decided, and who must act next? If not, the record is not finished.

**Sources:** [Companies Act 2006, section 248](https://www.legislation.gov.uk/ukpga/2006/46/section/248); [Companies Act 2006, section 249](https://www.legislation.gov.uk/ukpga/2006/46/section/249).

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