Governance Adviser, Beyond Governance
In short: Board minutes are the official record of a board meeting. Written resolutions are a way for private companies to take formal decisions without holding one. Minutes of directors’ meetings must be recorded and kept for at least ten years under the Companies Act 2006.
Few governance documents are relied upon as often, or for as long, as board minutes and written resolutions.
If you’re starting a career in governance, it’s only a matter of time before you’re asked to review, draft or manage them yourself.
At first glance, they can appear to be little more than administrative paperwork.
In reality, they are some of the most important governance records an organisation produces.
Board minutes and written resolutions help organisations demonstrate accountability, maintain accurate corporate records and evidence how decisions were reached and approved. For governance professionals, understanding these records is a fundamental part of the role.
Board minutes are the official record of a board meeting.
They document who attended, the matters considered by the board, the decisions reached and any actions arising from those decisions.
Under Section 248 of the Companies Act 2006, companies are required to keep records of directors’ meetings and retain those records for at least ten years. In practice, many organisations keep them indefinitely as part of their corporate records.
A parallel requirement applies on the shareholder side. Under Section 355, companies must also keep copies of members’ resolutions passed outside general meetings and minutes of all general meetings, again for at least ten years. Members have a right to inspect those records.
The reason is simple: a board meeting may last a few hours, but the decisions made during that meeting can have an impact for years.
When questions arise about a past decision, the board minutes are often one of the first places people look for answers.
Every organisation has its own preferred style and format, but most board minutes will typically contain:
The aim is to create a clear and accurate record of the meeting.
A reader who was not present should be able to understand:
That’s ultimately the purpose of the document.
Note what is not on that list. Minutes are not a transcript, and they are not a record of everything that was said. A first board meeting is where most people learn that distinction the hard way.
One area that often surprises people new to governance is that minutes are rarely final immediately after the meeting.
A typical approval process will often look like this:
Once approved and signed, the minutes become part of the organisation’s official governance record.
They should then be stored securely and retained in accordance with the organisation’s record-management practices.
Not every decision requires a board meeting.
Sometimes a decision needs to be taken between scheduled meetings. In other cases, the matter is sufficiently routine that convening a meeting would add little value.
In these situations, organisations may use written resolutions.
A written resolution is a formal decision-making process where a proposal is circulated to the relevant decision-makers and approval is obtained in writing.
Instead of gathering everyone together in a meeting, the decision is approved through a written process.
Two limits are worth knowing from the outset.
The statutory written resolution procedure is available to private companies only. Public companies cannot use it and must hold a general meeting to obtain shareholder approval.
Two decisions cannot be taken by written resolution at all. Removing a director before the end of their period of office, and removing an auditor before the end of theirs, both require a meeting. These are the only two exceptions.
For governance professionals, written resolutions are otherwise an efficient way of obtaining formal approval outside the normal meeting cycle.
One of the most important distinctions in governance is understanding who has the authority to make a particular decision.
A directors’ written resolution is used where the board has authority to approve the matter.
A shareholder written resolution is used where approval is required from the owners of the company.
In practice, governance professionals will often start by checking the company’s Articles of Association, as these usually set out which matters sit within the authority of the board and which require shareholder approval. The Companies Act 2006 may also require certain decisions to follow specific approval processes, so both the legislation and the Articles should be considered before determining the correct approval route.
Once the appropriate decision-making body has been identified, the correct resolution process can then be followed.
The thresholds work differently for each. Shareholder thresholds come from the Companies Act and are set out below. The threshold for a directors’ written decision comes from the company’s Articles instead. Under the Model Articles, a decision taken outside a directors’ meeting requires all eligible directors to indicate that they share a common view, so unanimity rather than a majority. Companies frequently amend this, so always check the Articles rather than assuming.
Where shareholder approval is required, written resolutions generally fall into one of two categories: ordinary resolutions and special resolutions.
Ordinary Resolutions
Under Section 282 of the Companies Act 2006, an ordinary resolution requires a simple majority, meaning more than 50% approval. Ordinary resolutions are used for a range of shareholder decisions where neither the Companies Act nor the company’s Articles of Association require a higher approval threshold.
Special Resolutions
Under Section 283 of the Companies Act 2006, a special resolution requires at least 75% approval. Special resolutions are typically used for more significant matters, such as changes to a company’s Articles of Association and other constitutional changes.
A written resolution is only a special resolution if it states that it is proposed as one. If it says so, it can only be passed as a special resolution.
How Long Shareholders Have to Respond
Shareholders are given a set period in which to indicate whether they agree to the proposal.
That period is whatever the company’s Articles specify. Where the Articles are silent, the default is 28 days beginning with the circulation date.
If the necessary approvals are not obtained within that period, the resolution lapses and may need to be recirculated. It is worth putting the lapse date on the face of the document so nobody has to work it out later.
Understanding the difference between ordinary and special resolutions is an important part of supporting shareholder decision-making and ensuring the correct approval process is followed.
How long must board minutes be kept?
At least ten years from the date of the meeting, under Section 248 of the Companies Act 2006. Records of members’ resolutions and general meetings must be kept for ten years too, under Section 355.
What is the difference between an ordinary and a special resolution?
An ordinary resolution needs a simple majority, meaning more than 50%. A special resolution needs at least 75%, and is used for more significant matters such as changing the Articles of Association.
Can a public company use written resolutions?
No. The statutory written resolution procedure is available to private companies only. Public companies must hold a general meeting.
How long do shareholders have to agree a written resolution?
Whatever period the company’s Articles specify, or 28 days from the circulation date if the Articles do not specify one. After that the resolution lapses.
Is there anything that cannot be done by written resolution?
Yes. Removing a director before the end of their term, and removing an auditor before the end of theirs, both require a meeting.
Do board minutes have to record everything that was said?
No. Minutes record what the board considered, what it decided and what actions were agreed. They are not a transcript.
How many directors need to agree a directors’ written resolution?
It depends on the company’s Articles rather than the Companies Act. Under the Model Articles it requires all eligible directors, so unanimity. Check the Articles, because many companies change this.
Board minutes and written resolutions sit at the heart of organisational decision-making.
Minutes provide the official record of board meetings.
Written resolutions provide a mechanism for obtaining formal approval without convening a meeting.
Together, they help organisations record, evidence and demonstrate how decisions are made.
For anyone starting out in governance, understanding how these documents work is one of the most valuable foundations you can build.
Because behind almost every board or shareholder decision is a governance record explaining how that decision was reached.
This article is general information about company law in England and Wales, not legal advice for a specific situation.
Board minutes, resolutions and directors’ duties all sit within the Company Law and Company Compliance and Administration modules of the chartered governance qualification. Here are the routes into it.
Campbell’s College has prepared students for chartered governance qualifications since 1991. Our tutors are practising governance professionals, and every course is built to be studied alongside a full-time job.
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Tanya Asimiea is a Governance Adviser at Beyond Governance. She holds an LLB, an LLM in International Commercial Law and Dispute Resolution, and an LLM in Corporate Governance, and works with boards, committees and senior leaders across a range of sectors.
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Evon Chung is a Chartered Governance Fellow who has spent more than a decade bringing order to some of the most complex corporate structures in the world. As Manager of Global Corporate Services at Deel, she oversees the governance of around 350 entities across 125 jurisdictions, leading an international team of sixteen lawyers and governance professionals. Before Deel she held senior corporate secretarial roles at The Law Debenture Group and Eversheds Sutherland, running multi jurisdictional projects for FTSE 250 and Fortune 500 clients.
She has also sat on the other side of the exam paper. Some years ago, as a Subject Matter Expert for the Institute, she set and reviewed questions for the foundation level examination. She no longer does so, and her work with Campbell’s is purely as a tutor. The insight stays with her, and few tutors understand better what an examiner is looking for.
Evon came to governance by accident. An engineer by training, she joined a charity board of seventeen trustees, none of whom had a governance background, to help write the minutes. A few years later a law firm invited her into corporate secretarial work, and she never looked back. In a previous life she was a volunteer emergency ambulance technician, which taught her to stay calm under pressure, decide quickly on incomplete information, and know when to lead and when to hand over.
She teaches strategy as a form of storytelling. Her students arrive knowing the words and leave able to use them.
“Strategy is not about execution. It is about direction, intent, and asking the bigger questions.”
Steven Jones has spent his career making governance work where it matters most. As Deputy Director for Governance & Accountability at the Department of Health and Social Care, he leads the teams responsible for the governance of one of the UK’s largest government departments, supporting Ministers, the Departmental Board and senior leaders through periods of significant organisational change. His work spans corporate governance, board effectiveness, risk, accountability, public appointments and legal compliance, with responsibility for governance frameworks affecting millions of people.
Before joining DHSC, Steven led governance across some of government’s most complex programmes, including the UK’s border response during COVID-19, Brexit preparations at the Cabinet Office, and corporate governance for HM Revenue & Customs’ largest business group. Alongside his public service career, he founded Disability Connect Mentoring Scheme, advising organisations on disability inclusion and accessible leadership, and serves on Transport for London’s Independent Disability Advisory Group.
Steven teaches Company Law from the perspective of someone who uses it every day rather than someone who simply studies it. He believes the biggest misconception is that company law is about compliance alone. The rules matter, but the real question is why they exist, who they protect and what happens when the law reaches its limits. That is where judgement begins, and where governance professionals earn their value.
He describes governance simply: it is about who has power, how they are held to account, and what happens when they are not. Once students understand that, the legislation stops feeling like a collection of disconnected rules and starts making sense as part of a much bigger picture. His aim is for every student to leave not just knowing directors’ duties, but being able to explain them, apply them and use them confidently in practice.
Away from governance, Steven is a mentor, disability advocate and podcast host. He is also, somewhat unexpectedly, a partly qualified counsellor and the owner of a tortoise called Frank.
“People often think governance is just about board meetings. It is not. It is about who has power in an organisation, how they are held to account for using it, and what happens when they do not.”
Jamie Hunt is a barrister and a Fellow of the Chartered Governance Institute who has spent his career at the demanding edge of regulation, governance and risk. He is Director of Governance and Legal at the Royal Institute of British Architects, where he leads governance, legal, risk, data protection and procurement, advises the board, and serves as the organisation’s Designated Safeguarding Lead. He also advises Social Work England on complex fitness to practise matters. Before RIBA he was General Counsel at the Security Industry Authority and Head of Legal at the ACCA.
He earned his Chartered qualification through the Fast Track route and passed with distinction. He brings deep experience of risk to the module he teaches, having advised audit and risk committees and senior risk officers on operational, reputational and strategic risk across regulated organisations.
Jamie is also a natural teacher and examiner. He trains advocates for the Honourable Society of the Middle Temple, lectures in advocacy at the University of Westminster, and serves as Lead Examiner for the Bar Standards Board professional ethics examination. He previously lectured in Corporate Governance and Boardroom Dynamics at Campbell’s College. Students gain an instructor who understands risk as a practitioner and knows exactly how to prepare a candidate for assessment.
John McLean is a chartered company secretary and a Fellow of the Chartered Governance Institute, currently Head of Governance and Company Secretary at Great Places Housing Group. He has built his career in complex regulated settings, advising chairs, boards and executives across corporate governance, risk, data protection, safeguarding and quality. Before housing he managed national programmes at NICE and led performance and compliance roles across local government.
He earned his Chartered qualification the recent and the hard way, completing the programme between 2023 and 2025 with distinctions in both Company Compliance and Administration and Boardroom Dynamics. He now tutors both at Campbell’s College.
John is a law graduate who fell for governance because, by his own admission, he is nosey. He likes to know how decisions really get made. He describes the work as less admin and more drama with a very good audit trail, full of personalities, politics with a small p, and the occasional plot twist. He teaches the human side of the boardroom as seriously as the rulebook, because he has watched perfectly compliant boards descend into chaos the moment nobody is willing to challenge anything.
There is one more thing. Out of university and in debt, John paid it down by winning more than fourteen thousand pounds across Weakest Link, Supermarket Sweep, Eggheads and The Chase. He has a gift for retaining information, much of it useless, all of it ready.
“If it is not written down properly, it did not happen. Or at least not in a way anyone can defend.”
Richard Poole is an accounting and finance specialist with more than twenty years spent teaching and marking the ICAEW, ACCA, ICAS and CIMA qualifications. As Managing Director of RJP Financial he lectures for providers worldwide, and he teaches financial reporting at Queen Mary University of London, where the PwC Flying Start programme he contributes to was named PQ Programme of the Year in 2025. He has helped write one of the most widely used taxation texts in higher education and built online courses now sold around the world.
He found financial accounting hard when he first learned it. That memory shapes how he teaches. He reassures students that there is no such thing as a silly question, and he uses plain explanations and real stories to make daunting ideas stick. He treats a set of accounts not as debits and credits, but as a story waiting to be understood.
His interest in governance came later, sharpened by hearing Erika Eliasson-Norris speak about her experience, which made him want to understand the field more deeply. Away from the classroom he is a lifelong sportsman who played semi professional football, and he draws his energy from team sport.
“Instead of seeing accounts as a series of debits and credits, think of them as a story waiting to be understood.”
Evon Chung is a Chartered Governance Fellow who has spent more than a decade bringing order to some of the most complex corporate structures in the world. As Manager of Global Corporate Services at Deel, she oversees the governance of around 350 entities across 125 jurisdictions, leading an international team of sixteen lawyers and governance professionals. Before Deel she held senior corporate secretarial roles at The Law Debenture Group and Eversheds Sutherland, running multi jurisdictional projects for FTSE 250 and Fortune 500 clients.
She has also sat on the other side of the exam paper. Some years ago, as a Subject Matter Expert for the Institute, she set and reviewed questions for the foundation level examination. She no longer does so, and her work with Campbell’s is purely as a tutor. The insight stays with her, and few tutors understand better what an examiner is looking for.
Evon came to governance by accident. An engineer by training, she joined a charity board of seventeen trustees, none of whom had a governance background, to help write the minutes. A few years later a law firm invited her into corporate secretarial work, and she never looked back. In a previous life she was a volunteer emergency ambulance technician, which taught her to stay calm under pressure, decide quickly on incomplete information, and know when to lead and when to hand over.
She teaches the Foundation Programme the way she would have wanted it taught to her — starting from first principles, building confidence early, and making sure no student feels out of their depth for long.
Marieclare Peter is a Chartered Governance Fellow who has built her career at the meeting point of governance, sustainability and financial services. She is Deputy Company Secretary of Monzo Europe, where she designs and runs governance frameworks for the board and its committees, and she advises senior leaders across banking on governance that keeps pace with a fast moving world. Her work spans board effectiveness reviews, transformation programmes and the thoughtful adoption of emerging technology, including AI.
She is twice a winner of the DMJ Governance Hot 100 as a Governance Trailblazer, and she won the ICSA Tom Morrison Essay Prize. Her MSc in Corporate Responsibility and Sustainability, completed with distinction, included research into the experience of company secretaries, a role she believes is still widely misunderstood. She is also an examiner for the Institute in another subject, so she knows the standard from the other side of the exam paper as well as the front.
Marieclare arrived in governance by a well told accident. She learned early that she would not make a great lawyer, spotted a trainee company secretary role, and has stayed for nearly a decade. The film The Big Short sharpened her sense of why governance matters and how badly its absence can end.
Away from the boardroom she runs on curiosity. She once ran a cake business, plays piano and sings, is learning Spanish, cooks in a kitchen for people who are homeless, and is devoted to her two cats.
“Anything that is governed requires governance. And governance directly correlates to outcomes.”
