Board of Directors Meeting Minutes: Template for CEOs

Every organisation relies on effective board meetings to provide strategic guidance and make impactful decisions that shape its future.

But without proper documentation, these meetings can lead to misunderstandings and inefficiencies – this can really reduce the impact of a board meeting. This also means companies lost significant time and money conducting these. Well, the good news is, this can be prevented by running effective and well-recorded meetings.

To help you do this, I’ve written this article to provide CEOs and board members with expert advice on how to create effective board meeting minutes along with free templates you can use to simplify the process.

What are board meeting minutes?

Board meetings are essential for decision-making and setting strategic directions for a company. As a CEO, I have to manage effective board meetings to make sure every board member present is carried along.

That’s where it’s important to take notes of everything that took place during the meeting – including the key items presented.

These recordings, also known as meeting minutes, serve as a valuable reference point for future meetings and help to keep everyone aligned on the company's goals and progress.

Before taking up the CEO role at Charlie, I've led several successful startups and conducted numerous board meetings. That’s why I understand the importance of time management. Now, with statistics showing that 71% of meetings result in low productivity, it can be a lot of time and resources wasted.

Board meetings, in my opinion, should be no longer than 4 hours, but as you begin to scale your startup, the frequency of these meetings may decrease.

Purpose of a board meeting minutes

Board members have a duty to act in the best interests of a company. What this means is that they have to put their interests aside and always do what's best for the company. Meeting minutes provide evidence of board members fulfilling these responsibilities.

By attending these meetings and actively engaging in discussions about important strategies for the company, board members’ show their commitment.

Meeting minutes also ensure compliance with legal and funding requirements. Legal requirements means that most profit and non-profit organizations must include board meeting minutes as part of their corporate records. For example, under the Companies Act 2006, businesses in the UK are mandated to maintain meeting minutes as a legal record of their actions. Directors can face criminal liability if they do not adhere to the law regarding minute-keeping.

Funding is very important for a business entity to thrive. Board meeting minutes help businesses meet these funding requirements by ensuring transparency, accountability, and compliance with grant terms for non-profits. They also provide oversight on financial matters and facilitate due diligence processes during fundraising efforts.

Finally, board meeting minutes are a reflection of the level of an organisation's governance capability as well as its capacity. Based on how the meeting runs, you can identify signs of dysfunction within the board, such as prolonged discussions or frequent conflicts. This only indicates underlying governance challenges that need to be addressed.

Board meetings minute layout

This section highlights key elements that should be included in a board of directors meeting minute notes or recording.

Content will always vary, but board meetings should always contain:

Type of meeting: always be very clear about the purpose of board meeting you're conducting. Label the meeting correctly whether it is a director or shareholder's meeting.
Location, date and meeting number: make sure to include in your notes the venue where the meeting took place, the date of the meeting, and also the sequential number of the meeting for reference.
Attendees as well as status: Now, attendees could be individuals such as the company's secretary, CEO which usually presides as the chair of these meetings, executive team members, shareholders or investors. Note whether they were in full or partial attendance. Also include the first and last names of committee members who were unable to attend the meeting.
Departures and re-entries of attendees: Document any instances of attendees leaving and re-entering the meeting, along with the time stamps if relevant.
Presence of a quorum: quorum is a term that describes the number of board members that needs to be present in order to take any action.
Discussion of board matters: take summaries of key discussions, topics, and presentations covered during the meeting and also highlight important points or decisions made.
Actions taken by the board: this should be reflected in the form of a written resolution. Resolutions are notes that contain official actions and votes taken at a board meeting. Votes on various issues, formal actions and key decisions made should be incorporated into the minutes.

Who should be responsible for taking board meeting minutes?

This role could be given to a board meeting secretary or a board member who understands how these discussions go.

Additionally, for efficiency reasons, CEOs can assign two individuals to take the meeting notes alternately, or at the same time. They can compare their notes together at the end of the meeting to make sure they got the right details.

How to take effective minutes at a board of directors meeting

Now that we've discussed who should be responsible for note-taking at your board meetings, here are steps you can take to ensure effective minutes:

Before the meeting

Preparation is key. Before the meeting starts, make sure each member present should review previous meeting minutes and understand the format and topics discussed.
The person in charge of taking meeting notes should coordinate with you to understand the agenda and key discussion points. Distribute board packets to your committee, highlighting financial, sales, product or any strategic information that will be discussed in the meeting. Board members should review the information in the packets ahead of the meeting.
Ensure that agendas, reports, and any templates are also provided for note-taking.

During the meeting

As I stated in the meeting layout, you must take record of the attendees by listing all present members and note any absences, along with reasons for absence.
Listening is a skill that is required throughout the meeting. The individuals must pay close attention to what is said by each member, so as to avoid missing important points, decisions, and tasks assigned during the board meeting.
Conflicts of interest must be recorded to maintain transparency and compliance with governance standards.
I would recommend note-taking techniques such as shorthand or abbreviations to be used in capturing information quickly.

After the meeting

Notes should be compiled into a formal minutes document promptly after the meeting while details are fresh. This helps the minute taker not to forget important points that were being said.
The first draft should be reviewed and fact-checked to ensure accuracy and completeness. It can be fact-checked by you, the chairman, or by the entire board for corrections before sending it finally to management.
Distribute the minutes to board members and relevant stakeholders within a reasonable timeframe.
Make sure to follow up on any action items and decisions that were made during the meeting.

This tracks progress and updates for future reference.

Lastly, file the minutes securely for future audits and reference purposes.