What it means
Minutes of meeting are a dated record of proceedings and decisions, and they are required for board and shareholder meetings in most companies. They record who attended, whether quorum was met, and the key discussions and decisions.
Formal board and shareholder minutes are part of company governance, while a project team can also keep simpler minutes to track actions, and the level of legal formality depends on the meeting and jurisdiction. A useful record helps a future reader identify who met, what material was considered, what was decided and who must do what next.
Start with the company or group name, meeting type, date, time, place or electronic means, chair and attendees. Note apologies, proxies and whether the required quorum was present where relevant, and record the agenda and any declared conflicts of interest, including how the meeting handled them.
These facts matter when someone later questions whether a decision was properly made, and a list of attendees alone does not prove quorum without checking voting rights. Minutes should capture the material issues and reasoning at an appropriate level, not attempt to transcribe every sentence.
ICAEW's governance discussion recommends recording the evidence relied on, conclusion and actions rather than a he-said-she-said record. Sensitive matters may require careful wording and controlled access, but accuracy should not be sacrificed to make the board look more certain than it was.
Record relevant dissent or abstention. For a resolution, state its exact approved wording or attach the identified version, the voting method and the result.
A resolution to borrow money may need the lender, amount, documents and authorised signatories specified, and a vague line saying finance was discussed is weak evidence of approval. After the meeting, check that the signed loan documents match what was authorised, and if terms change materially, get the necessary further approval rather than rewrite old minutes as though the new terms had been agreed.
Do not invent attendance, quorum or a vote to cure a missing record; if a bank needs evidence of authority, obtain a properly authorised resolution or certified extract rather than fabricating minutes after the fact. UK Companies Act sections 248 and 355 require records of director meetings and general meetings or resolutions to be kept for at least ten years under that law.
That is a UK example, not a universal retention period for a UAE company, and local law, articles and regulator rules may require other formats, signatures or storage. Approval mechanics also vary, so a draft can be circulated promptly for factual corrections, then approved or signed under the applicable rules with an audit trail, and a business should consult its own company secretary or counsel before treating minutes as a statutory compliance check.
In practice
Real-world examples.
Example
Board minutes record the exact resolution approving a named financing agreement and authorised signatories.
Example
Auditors review signed minutes for material decisions and unresolved matters.
Example
Project minutes assign an owner and due date for each follow-up task, separate from formal legal resolutions.
Formula
Calculation
Illustrative action-completion rate = actions finished by their deadline / actions assigned x 100. If 18 of 24 assigned actions were completed by their agreed deadlines, 18 / 24 = 0.75, so the rate is 75%. This is a management measure of follow-through, not a test of valid minutes or of their quality.
Record each action owner and due date, then bring open items to the next agenda. A board can make a valid decision while follow-through remains incomplete, so both the legal record and the action tracker need attention.Case study
Seen in the real world.
This illustrative and entirely fictional example follows Sandstone Holdings, an invented business whose bank requests evidence that its board approved a loan. The company finds only an informal discussion note and does not invent or backdate a resolution. It obtains a valid current authorisation through its proper governance process, then keeps timely minutes and signed records for later meetings. The bank reviews the documentation.
The case shows the value of a real paper trail, not a guarantee of loan approval. Sandstone also reviews its action log. Of 24 actions assigned across its last four board meetings, 18 were completed on time, a 75% rate, so the company secretary lists the six open items at the top of the next agenda with a named owner and a new date for each. The board agrees that the minutes will record these follow-ups separately from the resolutions, so a reader can tell at a glance what was formally approved and what is still work in progress.
Watch out
Common mistakes.
- Keeping no contemporaneous record of a formal meeting.
- Recording so little detail that a later reader cannot identify the decision.
- Backdating or changing minutes to create an approval that never occurred.
Questions
People also ask.
What are minutes of meeting?
A written record of proceedings, decisions and actions from a meeting.
Who uses them?
Directors, members, auditors, lenders and regulators may rely on the appropriate records within their roles.
Should they be approved?
Review and approval or signing should follow the governing rules and organisation practice, with corrections traceable.
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