Minutes of directors’ meetings: Minimising the risk

by Dominique Hogan-Doran SC 5 Wentworth Chambers
  • The importance of accurate minutes of meetings of directors came under the spotlight during the banking royal commission.
  • As the degree of legal risk for business has increased considerably over the last 30 years, company directors should consider more fully the evidentiary role that minutes play.
  • This article considers the legal duty to keep minutes of directors’ meetings, the level of detail that should be included, and the evidentiary use of minutes by regulators.

Hand holding pen at meeting table

The keeping of minutes of directors’ meetings rose to prominence in the course of hearings of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry, with questions over handwritten minutes of meetings of the board of IOOF Holdings, and of the adequacy of the detail in minutes of a meeting of the board of the Commonwealth Bank of Australia.

The degree of legal risk for business has considerably increased over the last 30 years. Events change the way we think.1 In the wake of the royal commission, company directors should consider more fully the evidentiary role that minutes can play, including in establishing whether their duties have been met. As Hood J explained in R v Staples:2

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