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