The company’s directors are generally responsible for managing the company’s business. Therefore, the directors’ meetings are the forum in which the directors make decisions relating to the board of directors’ oversight role of the operations and the management of the company.

Directors' Meeting Minutes serve as a written record documenting all resolutions made during a meeting of the board of directors of a company. It ensures that the board of directors operate effectively and transparently, and that the company's actions and decisions are properly documented and communicated.

The minutes are typically prepared by the company secretary, or another person designated by the board. The minutes should be accurate and objective and should not include any personal opinions or commentary.

Where a director has a material personal interest in a transaction or matter being considered at a meeting of directors, the minutes must show that the director disclosed that interest, see section 191(3) of the Corporations Act 2001 (Cth).

Resolutions may also be passed through circulating resolutions. See Directors' Circulating Resolution (General).

What does the Directors' Meeting Minutes cover?

• Date and location of the meeting

• Names of directors present and absent

• Matters discussed

• Resolutions

What are the benefits of recording Directors' Meeting Minutes?

• Minutes are important for ensuring that the board's actions and decisions are properly documented and communicated to shareholders, regulators, and other stakeholders.

• They promote transparency and accountability in the decision-making process of the board of directors, ensuring that the actions of board members are in line with the company's goals and objectives.

• It can help keep stakeholders informed about the company's activities and strategic direction.

• They serve as a historical record of the company's activities and decision-making process.

• Minutes help to keep the board of directors organised and on track. By documenting the agenda and action items assigned to board members, minutes ensure that everyone is on the same page and knows what is expected of them.

• They serve as a legal record of resolutions made at the meeting, providing legal protection for the board of directors and the company in case of legal disputes.