How to Take Board Meeting Minutes: A Method and a Worked Example

Board meeting minutes are the official record of what a board decided and why — not a transcript of what was said. Every company must keep them under the Companies Act 2006, section 248, retained for at least ten years, and the test for a good set of minutes is simple: could a director who wasn't in the room understand what was decided, and why, from the minutes alone? The method and worked example below show how to get there.

Key takeaways

• Minutes record decisions and reasoning, not dialogue. The purpose is "to provide an accurate, impartial and balanced internal record," summarising "what was done, not what was said," according to CGIUKI's founding guidance note on minute-taking.¹
• Keeping board minutes is a statutory duty. The Companies Act 2006, section 248, requires every company to record and retain them for at least ten years; failing to do so is a criminal offence for the officers responsible.²
• There's no legal duty to approve minutes at the next meeting — but almost everyone does it anyway. CGIUKI's guidance is explicit that ratification at the following meeting "is not a legal requirement," yet it is near-universal practice and the point at which minutes become the authenticated record.³¹
• Larger organisations spend real money on this. Companies with more than £500m in annual revenue invest close to £1 million a year writing up minutes of their board and committee meetings alone, according to Board Intelligence, 2025.⁴
• Name people sparingly. CGIUKI's guidance is to name individuals "only when necessary — such as when they present reports or abstain from a vote," since "over-naming individuals can discourage open debate."³

What are board meeting minutes for?

A board meeting minute is the written record of a board meeting's proceedings — the business transacted, the decisions reached, and the actions agreed. CGIUKI's guidance describes their purpose as providing "an accurate, impartial and balanced internal record of the business transacted at a meeting," including "the key points of discussion, decisions made and, where appropriate, the reasons for them and agreed actions."¹

The distinction that matters most is between a decision record and a transcript. CGIUKI's founding guidance note on the practice is blunt about it: "Minutes should not be a verbatim record... In simple terms, the purpose of minutes is to record what was done, not what was said, but with sufficient context to give assurance that it was done properly."¹ Dame Alison Carnwath, then Chairman of Land Securities plc, put it more plainly in the foreword to that same guidance: minutes create "a record of what has been agreed, why and by whom; and of what is to be done, by when and by whom."¹

That framing — record the outcome and its reasoning, not the argument — is what makes minutes useful months or years later, and it is the thread running through everything below. (For the pack that sits alongside the minutes, see our guide to reading a board pack as a NED.)

Is keeping board meeting minutes a legal requirement?

Yes. The Companies Act 2006, section 248, states that "every company must cause minutes of all proceedings at meetings of its directors... to be recorded," and that "the records must be kept for at least ten years from the date of the meeting."² Failing to do so is not a mere administrative lapse: it is a criminal offence committed by "every officer of the company who is in default," carrying a fine and a daily default fine for continued contravention.²

Section 249 adds the evidential weight that makes the discipline worth taking seriously. Minutes "purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting" are evidence of the proceedings, and until the contrary is proved, the meeting is deemed to have been duly held and convened and its decisions duly taken.² Get the minutes right, and they protect the board's decisions later; get them wrong or leave them unrecorded, and there is no statutory fallback.

It's worth distinguishing this from the equivalent duty for general meetings. Section 355 imposes the same ten-year retention on minutes of shareholder meetings, and section 358 goes further: those records must be kept available for inspection at the registered office, and any member can request a copy.² Board minutes carry no such access right: they are an internal record for the board, not one shareholders can demand to see.

What should board meeting minutes include — and what should you leave out?

The discipline is deciding, item by item, what earns a place in the permanent record. CGIUKI's 2024 factsheet puts the rule directly: "Ensure the minutes contain enough context to reflect the reasons for decisions but avoid excessive detail. The aim is to document what was done, not what was said."³

Dissent is the one area where naming matters. CGIUKI's guidance recommends naming a director where they "abstain from a vote or recuse themselves" or "request that their name be noted as dissenting" — with suggested wording such as "the board agreed to y, with Mr Z requesting that his dissent be recorded."¹ Outside those situations, the 2024 factsheet is explicit that "over-naming individuals can discourage open debate, particularly in regulated sectors."³

Charles Mayo, General Counsel at Secure Trust Bank, frames the same discipline from the reader's side: "Focus instead on minuting the essence or substance of the discussion, recording challenge, focusing on outcomes for customers and other stakeholders, and making sure that your minutes are clearly capturing what the actions are, who is responsible for doing them, and when."⁵

Who takes board meeting minutes?

In most companies, the company secretary. CGIUKI's guidance is direct: "the company secretary is responsible to the chairman for the preparation and retention of minutes; the chairman and the other members of the board are responsible for confirming their accuracy."¹ It's a role that needs experience, not just note-taking speed — the same guidance warns that "too often minuting a meeting is left (at short notice) to a junior member of staff without the appropriate experience or training."¹

That experience is under growing pressure. In the Governance Market Survey 2026, run by The Core Partnership with CGIUKI across 971 UK governance professionals, 74% reported an increase in workload over the past 12 months, and 42% said their function is not adequately resourced for its current responsibilities.⁶ Minute-taking is one line on a longer list of governance duties, which is exactly why a clear method — rather than starting from a blank page each meeting — matters. (The other half of that discipline is the agenda the minutes follow; see our board meeting agenda template.)

Peter Swabey, Policy and Research Director at CGIUKI, sums up the standard a good set of minutes should meet: "Minutes should include just enough details so that a new director joining the board could understand not only what the board did, but also why it made those decisions."⁵

How do you draft accurate board meeting minutes?

Promptly, while the discussion is still fresh. CGIUKI's guidance found organisations' internal timetables for circulating a draft "ranged from two days to a week" after the meeting.¹ The longer that gap stretches, the more the draft depends on memory rather than notes — and the harder it becomes to reconstruct the reasoning behind a decision weeks later.

The habit that supports this is separating your working notes from the minutes themselves. Take fuller notes in the room — enough to capture the reasoning behind a decision and who asked for what to be recorded — then draft the minutes as a distilled, decision-focused summary rather than editing the notes down live. Circulate the draft to attendees promptly for factual corrections, ahead of formal approval at the next meeting.

What does a good board meeting minutes example look like?

A worked excerpt shows the discipline better than a description of it. Here is a single minuted item, applying the include/leave-out rules above:

Item 4 — Approval of FY2027 Budget (For decision)

The Chief Financial Officer presented the draft FY2027 budget, previously circulated. The Board discussed the proposed increase in the marketing allocation and its impact on projected margin.

The Board approved the FY2027 budget as presented, with Ms A. Chen requesting that her dissent be recorded in relation to the marketing allocation.

Action: CFO to recirculate the finalised budget pack to the Board. Owner: Chief Financial Officer. Due: 15 August 2026.

Notice what the excerpt leaves out: no attempt to reproduce the back-and-forth of the discussion, no attribution of every comment, just the decision, the one dissent that was formally requested, and a dated action with a named owner. That is what CGIUKI means by recording "what was done, not what was said."³

How should you track actions from board meetings?

Give every action a named owner and a deadline in the minutes themselves, and don't let it end there. In CGIUKI's research on the practice, many organisations reported maintaining "a separate actions schedule for details, action owner, deadline, etc. along with status," updated and brought back to the board rather than left to the minutes alone.¹

That running log is what turns minutes from a historical record into a working management tool — a chair or company secretary can see at a glance what was promised at the last three meetings and whether it happened, rather than reconstructing it from old minute sets each time.

How long should board meeting minutes be kept?

At least ten years, and often longer. The Companies Act 2006 sets ten years as the statutory minimum for board minutes.² CGIUKI's own experience is that "in many cases they are retained for much longer," and its long-standing recommendation is to keep them for the life of the organisation.¹

The approved minutes are the record that matters; the notes used to write them are not. CGIUKI's research found that roughly two-thirds of company secretaries surveyed destroy their working notes once the board has approved the minutes — as one respondent to that research put it, "only one version of the truth is required."¹ Once approval has happened, the minutes — not the notes behind them — are the authenticated record under section 249.²

In summary

Board meeting minutes exist to record what the board decided and why, not to transcribe the meeting — a distinction set out repeatedly in CGIUKI's guidance and backed by a statutory duty under the Companies Act 2006, section 248, to keep them for at least ten years.²³ Get the method right — decisions and reasons in, verbatim debate out, actions logged with an owner and a deadline, drafted promptly and approved at the next meeting — and the minutes do their job long after anyone in the room remembers the discussion.

Reading the pack the minutes will later refer back to is the other half of walking into that meeting prepared.

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Notes

Footnotes

1. ICSA: The Governance Institute (now the Chartered Governance Institute UK & Ireland), Minute Taking, Guidance Note, April 2017 — foreword by Dame Alison Carnwath DBE FCIS; authored by Peter Swabey FCIS. Purpose of minutes, verbatim-record guidance, the company secretary's responsibility, dissent wording, drafting/circulation timetables, actions schedules, retention practice, and the note-destruction finding. Boxed guidance on privileged legal advice contributed by Colin Passmore, Senior Partner, Simmons & Simmons LLP. cgi.org.uk ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸ ↩⁹ ↩¹⁰ ↩¹¹ ↩¹² ↩¹³

2. Companies Act 2006, sections 248, 249, 355 and 358 (as enacted / as amended) — the duty to record and retain board minutes for at least ten years, the criminal offence for officers in default, minutes as evidence when authenticated, and the equivalent duty for general-meeting minutes, which section 358 makes inspectable by members (unlike board minutes). legislation.gov.uk — s.248, s.249, s.355, s.358 ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶ ↩⁷ ↩⁸

3. Chartered Governance Institute UK & Ireland, "What are minutes and why do we need them?", Governance Explainers factsheet, 2024 — purpose of minutes, what to include and omit, naming individuals, and the approval process. cgi.org.uk ↩ ↩² ↩³ ↩⁴ ↩⁵ ↩⁶

4. Board Intelligence, "The state of board effectiveness in 2025," 2025 (page last updated 24 February 2026) — larger companies (revenue over £500m) invest close to £1 million a year writing up board and committee minutes, on top of wider board-paper costs. boardintelligence.com ↩

5. Board Intelligence, "The dos and don'ts for writing board meeting minutes" — quotations from Peter Swabey, Policy and Research Director, Chartered Governance Institute UK & Ireland, and Charles Mayo, General Counsel, Secure Trust Bank. boardintelligence.com ↩ ↩²

6. The Core Partnership and the Chartered Governance Institute UK & Ireland, Governance Market Survey 2026: The Reality of the Role, launched 7 July 2026, 971 UK governance professionals surveyed — workload and resourcing findings. core-partnership.co.uk ↩