In-depth Report & Legal Guidance: Board Minutes

By Governance Institute of Australia|17 September 2019

Promoted by Governance Institute of Australia.

The Governance Institute of Australia and the Australian Institute of Company Directors (AICD) have collaborated on a detailed report and webcast outlining the current issues in minute taking.

The Governance Institute of Australia and the Australian Institute of Company Directors (AICD) have collaborated on a report to outline the current issues in minute taking to support our members and guide debate on this topic.

The practice of minute taking has attracted heightened scrutiny in recent months. We summarise the key principles, provide our view on matters to be included in minutes, and consider the approach to board papers and document retention policies.

We have obtained feedback from our members and have also sought counsels’ opinion on some particular issues related to minutes to add legal context to the conclusions, recommendations and positions taken in this statement, which apply to both board minutes and board committee minutes.

The legal opinion from Dominique Hogan-Doran SC and Douglas Gration FGIAcovers:

  • the purpose of minutes and detail to be included
  • drafts and notes
  • amendments to minutes
  • challenge and dissent
  • board papers and other supporting documents
  • legal professional privilege.

Download the full report: Joint statement on board minutes.

Governance Institute general manager of advocacy and policy Catherine Maxwell FGIA hosted a webcast and Q&A on the topic of minutes with Anna Sandham FGIA, Douglas Gration FGIA and Graham Bradley AMFAICD.


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In-depth Report & Legal Guidance: Board Minutes
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