Minutes of Company Meetings
Every company in Singapore has to keep a record of the proceedings of its shareholders’ and directors’ meetings. These records are maintained in the form of “minutes”. Minutes are a fair summary of the proceedings of a company’s meeting; they should accurately and succinctly convey the outcome of the transactions conducted by the meeting participants. The minutes provide a permanent record of the decisions taken at the meeting.
While preparing minutes, the company has to include all details pertaining to the meeting such as the date, time, type of meeting, attendees, business transacted, etc. The minutes do not need to include all details of the meeting and should include only the information which is essential. This article will state the requirements a Singapore company has to fulfil with respect to maintenance of such minutes.
Meaning and Importance of Minutes
Minutes are a summarization of the proceedings of meetings that a company conducts. Minutes form a part of the “company records”. The company law in Singapore defines company records to include a register, index, minute book, accounting record, minutes or any other document that the company must maintain.
The company has to bind the minutes of its meetings and maintain them in the form of a book known as the “minute book”. Usually, a company maintains different minute books for each type of meeting that it conducts.
Every company (private, public, limited by shares or guarantee) in Singapore has to maintain minutes of their meetings.
The minutes of a meeting are important for the following reasons:
- Minutes are a confirmation to decisions taken at a company’s meeting.
- Minutes are a permanent record of the procedure of a meeting.
- Minutes provide a synopsis of the entire proceedings to the directors, members and shareholders who were unable to attend the meeting.
- They provide a record of the authority that the company grants to specific officers during the meeting. For instance, the company approves the authorization of opening a bank account by one of the company’s directors in the Directors’ meeting. The bank will require an authenticated copy of the meeting or the resolution (approval of the directors) in the meeting as a proof of the director’s authorization to open a bank account.
- The auditors of the company rely on minutes as a legal document.
- Minutes are a proof of the company’s policy decisions taken at the meeting.
Which Meetings Are Covered?
All Singapore incorporated companies must maintain minutes of the following meetings:
- Shareholders’ Meetings and
- Directors’ Meetings
Who Prepares the Minutes?
The preparation of the minutes is one of the main roles of a Company Secretary. The Company Secretary has to maintain the company’s statutory registers as well as the minutes which form a part of the company records.
Contents of the Minutes
The contents of the minutes of a meeting are as follows:
- The minutes should begin with the name of the company, the type of meeting (Shareholder’s annual meeting, Directors’ Meeting etc), the date, time and address where the company conducts the meeting.
- The minutes should state the appointment of the chairman for the meeting. The Chairman is the person who presides over the meeting.
The minutes of shareholders’ meeting should contain:
- The names of the directors, members, shareholders, officers as well as persons who are attending by means of a proxy. A member can appoint a person as a proxy when he or she is unable to attend the meeting personally. The proxy acts on behalf of the member in terms of taking company decisions. The minutes should note the presence of proxies and the number of shares that they represent.
- The presence of quorum which is the minimum number of persons the company requires to initiate the meeting. No meeting can proceed without the requisite quorum.
- Whether the members had read the notice at the meeting or with the consent of the members, take the notice as read.
- A summary statement by the Chairman at the meeting before the discussion of the business transactions. The company’s meeting commences with the opening remarks of the chairman.
- Approval of business transactions (by means of resolutions) and whether the business was ordinary or special in nature:
- Ordinary Business – For approval of routine business transactions by ordinary resolution requiring at least 50% majority and
- Special Business – For approval of special business transactions by special resolution requiring at least 75% majority.
- Any interactions that took place between the chairman and any of the attendees. This includes any queries raised, questions asked, clarification sought, etc. The minutes can also specify the particulars of the number of votes in favour and against the resolution.
- The vote of thanks which the chairman extends to the attendees for their support to the company decisions. This is done at the end of the meeting.
- The signature of the chairman at the end of the minutes so as to authenticate and confirm the proceedings of the meeting.
Minutes of a Directors’ Meeting should contain:
- The name of the directors, secretary and other officers in attendance.
- The name of directors who were absent at the meeting.
- Notes of confirmation of minutes of the immediately preceding Directors’ Meeting.
- Any reference made to previous minutes in case directors wish to modify a decision taken before.
- The approval (by way of a board resolution) of directors in any business transaction.
- The fact that the director did not cast his vote where he has a personal interest in a business item.
- The director’s dissent to any specific business.
MINUTES OF RESOLUTIONS PASSED BY WRITTEN MEANS
A private company can pass a resolution (for ordinary or special business) by written means. The company does not have to conduct a shareholders’ meeting for this resolution. The company circulates the resolution to all its shareholders for approval. The company passes the resolution on the basis of majority.
On approval, the company has to enter such resolutions in the minute books in the same manner as minutes of a company meeting. The signature of any director or the company secretary will render the resolution as valid.
A company has to prepare the minutes of any of the meetings it conducts within one month from the date of the meeting.
Signing of Minutes
The company minutes are to be signed either by:
- The Chairman of the meeting where the proceedings are held or
- Chairman of the subsequent meeting
Effect of Signed Minutes
The minutes once signed and approved have the following effects:
- Proof that the company duly conducted the meeting
- The proceedings of the meeting were duly held and
- The appointments of officers (directors, secretary, manager etc) in the meeting are valid.
Inspection of Minute Books
The Company must keep its minute books either at:
- The registered office or
- The company’s principal place of business in Singapore.
The minute books are open to inspection to all the company members without any charge.
Copy of Minutes
The company has to provide copies of the minutes on the request of any of its members. On such request, the company must within a period of 14 days furnish the copy of the minutes to the member. The charge for every page of the minute books should not exceed $1.
If the company does not furnish the copy on request, the company and its officers will be guilty of an offence, and fined on conviction.
NoteThe meetings of the company directors are not open to inspection. Additionally, no member can request for the copy or extract of such meetings.
When recording the minutes of a meeting, the following should be kept in mind:
- The company should record the minutes in the third person and in past tense.
- Number each business item taken up in the meeting.
- Ensure that the contents of the minutes are accurate.
- Do not miss out on any crucial decisions taken at the meeting.
- The language used in minutes should be official and formal. It is not advisable to adopt a casual writing style when preparing minutes.
Companies should provide a fair summary of meetings in their minutes. When drafting company minutes, it is important to include all the relevant contents and accurate representations of the decisions at the meetings.