Corporate (General)

Exercise 2

Board Minutes
(Answer & Tips)

Key Point Checklist

1. Preliminary Essentials
□ Complete company name
□ Date, time, and venue (physical/virtual)
□ Clear identification of meeting type
□ Meeting notice verification
□ Quorum confirmation
□ Virtual meeting technical verification
□ Attendance record (in person/virtual)

2. Attendance Details
□ Directors' full names and capacities
□ Designation of Chairman
□ Clear indication of attendance method
□ Non-director attendees noted
□ Apologies for absence (if any)
□ Recording of late arrivals/early departures
□ Location of virtual attendees

3. Structural Requirements
□ Sequential numbering of paragraphs
□ Clear resolution formatting
□ Consistent tense usage
□ Proper use of defined terms
□ Clear distinction between discussion/decisions
□ Proper cross-referencing
□ Document attachments noted

4. Legal Formalities
□ Declaration of interests
□ Articles compliance noted
□ Regulatory requirements addressed
□ Filing obligations noted
□ Required authorizations included
□ Signing authority specified
□ Companies Ordinance compliance

5. Content Essentials
□ Previous minutes approval
□ Matters arising addressed
□ Clear record of discussions
□ Voting results recorded
□ Dissenting views noted (if any)
□ Clear action items
□ Implementation timelines

6. Corporate Actions
□ Clear resolution wording
□ Financial figures specified
□ Dates and deadlines noted
□ Authority delegations
□ Document execution requirements
□ Implementation responsibilities
□ Required notifications

7. Timing and Sequence
□ Start time recorded
□ End time noted
□ Next meeting scheduled
□ Timeline for actions
□ Filing deadlines noted
□ Payment/record dates (if applicable)
□ Implementation sequence

8. Completion Requirements
□ Chairman's signature block
□ Date of signing
□ Page numbers
□ Initialing of amendments
□ Attachment list
□ Action items summary
□ Document retention requirements

9. Formatting
□ Consistent formatting
□ Spelling and grammar
□ Defined terms consistent
□ Cross-references accurate
□ Names and titles correct
□ Financial figures verified
□ Comprehensive but concise

Model Answer

TECH SOLUTIONS LIMITED

(the "Company")

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON THURSDAY, 28 NOVEMBER 2024 AT 10:00 A.M.

Venue: Unit 1, 10/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong and by video conference

Present:

In person:

Mr. David Wong (Chairman)

Mr. Michael Zhang (Chief Financial Officer)

Mr. Peter Lee (Independent Director)

Ms. Emily Chan (Company Secretary)

Via video conference:

Ms. Sarah Chen (Chief Executive Officer) - from Singapore

Ms. Jane Smith (Independent Director) - from London

1. PRELIMINARY

1.1 The Chairman noted that:

(a) Notice of the meeting had been duly given to all Directors;

(b) A quorum was present in accordance with Article [•] of the Company's Articles of Association; and

(c) The video conference facilities enabled all participants to hear and be heard simultaneously throughout the meeting.

1.2 The Chairman declared the meeting open at 10:00 a.m.

2. DECLARATIONS OF INTEREST

2.1 No Director declared any interest in the matters to be discussed at the meeting.

3. PREVIOUS MINUTES

3.1 The Board reviewed the minutes of the previous meeting held on 30 October 2024.

3.2 IT WAS RESOLVED that the minutes be and are hereby approved and signed by the Chairman as a true record.

4. FINANCIAL MATTERS

4.1 The CFO presented the Q3 Financial Results, highlighting:

(a) Revenue of HK$50 million, representing 20% year-on-year growth;

(b) Current cash position of HK$30 million;

(c) Key contracts secured during Q3 2024.

4.2 The Board discussed the financial performance and noted the positive trajectory.

5. PROPOSED ACQUISITION

5.1 The CFO presented:

(a) Due diligence findings on ABC Software Limited;

(b) Proposed acquisition structure;

(c) Integration timeline and synergy analysis.

5.2 After detailed discussion, IT WAS RESOLVED that:

(a) The acquisition of ABC Software Limited for HK$10 million be and is hereby approved;

(b) Any two Directors be authorized to:

(i) Execute the sale and purchase agreement;

(ii) Make such amendments as they deem appropriate;

(iii) Execute all ancillary documents.

(c) The Company Secretary be authorized to make necessary filings.

6. INTERIM DIVIDEND

6.1 Having considered the Company's financial position, IT WAS RESOLVED that:

(a) An interim dividend of HK$0.50 per share be declared;

(b) The record date shall be 15 December 2024;

(c) Payment shall be made on 5 January 2025;

(d) The Company Secretary arrange necessary announcements.

7. OTHER BUSINESS

7.1 Office Lease

The CEO updated on lease renewal negotiations. The Board authorized management to proceed within the discussed parameters.

8. NEXT MEETING

8.1 The next Board meeting was scheduled for 25 January 2025 at 10:00 a.m.

9. CLOSE

9.1 There being no further business, the Chairman declared the meeting closed at 12:30 p.m.

_______________________

Chairman

Date:

[Notes:

Action items summary attached as Appendix A

CFO's financial presentation attached as Appendix B

Due diligence summary attached as Appendix C]

Common Mistakes

Format and Structure

  • Mixing present and past tense in narration - Minutes are a formal record of actions already taken during the meeting and should consistently use the past tense. Mixing tenses creates confusion about whether events are ongoing or completed.

  • Inconsistent paragraph numbering

  • Missing page numbers on multi-page minutes

  • Informal language or casual expressions

  • Inconsistent use of defined terms

  • Vague or ambiguous references to documents

  • Missing attendance details or wrong designations

Content and Substance

  • Recording verbatim discussions instead of key points - Minutes should reflect decisions and key points, not a word-for-word transcript. Verbatim recording is time-consuming and irrelevant for legal purposes.

  • Omitting voting results or numbers - Clearly state voting results, including the number of votes for, against, and abstentions (e.g., “The resolution was passed unanimously by all five directors present”).

  • Unclear or incomplete resolutions - Draft resolutions with clear, actionable language (e.g., “The Board resolved to approve the acquisition of ABC Software Limited for HK$10 million, subject to completion by 31 January 2025.”).

  • Missing quorum confirmation - Include a statement at the beginning: “It was noted that a quorum was present in accordance with the Company’s Articles of Association.”

  • Incomplete financial figures or dates

  • Missing implementation details

Legal Requirements

  • Inadequate authorization wording - Use precise language, such as “The Board authorized the CFO to execute all necessary documents and agreements related to the acquisition.”

  • Missing declaration of interests section - Directors should disclose any conflicts of interest, and this should be recorded in the minutes.

  • Incorrect filing requirements

  • Wrong signing requirements - Ensure the minutes are signed by the Chairman (David Wong) or another authorized director, with the date of signing clearly stated.

  • Inadequate document execution details

Technical Details

  • Wrong company details - ALWAYS double check, very easy to make a mistake here.

  • Incorrect director titles or names

  • Missing location for virtual attendees

  • Inconsistent time formats - Mixing time formats (e.g., “10 AM” and “10:00 am”) appears unprofessional.

  • Wrong dates or deadlines

  • Missing attachment references

  • Incomplete signature blocks

Difference between Written Resolution (Exercise 1) and Minutes

Minutes

Minutes are a formal record of discussions and decisions made during a physical or virtual meeting of directors or shareholders. They provide a narrative account of the meeting’s flow and context.

  • Record of discussions and decisions at a physical/virtual meeting:
    Minutes capture both the key discussions and the resolutions passed at a meeting. They include the reasoning behind decisions, which can be crucial for future reference or audits.

  • Narrative style documenting the flow of the meeting:
    Minutes are written in a narrative format, reflecting the sequence of events and discussions. They document not only decisions but also the context in which those decisions were made.

  • Includes background discussions and context:
    Unlike written resolutions, minutes provide the reasoning behind decisions, including key points raised, opposing views, and any concerns addressed during the meeting.

  • Records attendance, time, and venue details:
    Minutes must include details such as the date, time, and location of the meeting (physical or virtual), as well as a list of attendees and their roles (e.g., “Sarah Chen, CEO, attended via Zoom from Singapore”).

  • Contains non-resolution matters (presentations, updates):
    Minutes record not only resolutions but also other agenda items, such as updates on financial performance, presentations, or discussions that didn’t result in a formal decision.

Resolutions

Written resolutions are formal documents that record decisions made by directors or shareholders without the need for a physical or virtual meeting.

  • Record of decisions only:
    Written resolutions focus solely on the outcomes—what was decided, not how or why the decision was made.

  • Direct and decisive language:
    Resolutions use concise and formal language to document decisions clearly and unambiguously, avoiding unnecessary narrative.

  • No background discussion needed:
    Unlike minutes, written resolutions do not include context or discussions leading to the decision. They are purely transactional.

  • No attendance details (except signatories):
    Attendance is irrelevant in written resolutions, except for the signatories who approve the resolution.

  • Focuses solely on decisions made:
    Written resolutions are streamlined, focusing only on the specific decisions being approved, such as appointing a director, declaring a dividend, or approving a contract.

Drafting Approach

  • Draft within 48 hours while memory is fresh - please do not record a meeting unless your senior and client have approved it.

  • Use clear, concise language - there is no need to complicate wordings.

  • Focus on decisions rather than discussions

  • Record dissenting views diplomatically

  • Include clear action items and deadlines - structure is key.

  • Cross-reference all attached documents

  • Maintain consistent formatting throughout - this is something our students always miss. Check in indent and the numbering before submitting your answers.

Legal Protection

  • Include proper authorization wording - Resolutions or minutes must explicitly authorize individuals to act on behalf of the company, ensuring their actions are legally supported.

  • Record abstentions and conflicts clearly - Directors with conflicts of interest must abstain from relevant votes, and this must be recorded to ensure compliance with fiduciary duties.

  • Include necessary reservations or conditions - Use wording like “The resolution is subject to obtaining shareholder approval at the forthcoming AGM.”

  • Document key assumptions or dependencies

  • Note professional advice received - Relying on expert advice (e.g., from auditors or legal counsel) should be recorded to demonstrate diligence.

  • Include proper delegation limits

Practical Considerations for law firms

  • Create standard templates for consistency - Design templates (or usually this has already been done before unless the company is newly established) with placeholders for key details (e.g., date, attendees, resolutions) and ensure they meet the company’s formatting standards.

  • Use paragraph numbering for easy reference

  • Include clear implementation steps

  • Note specific timelines and deadlines - Deadlines ensure accountability and compliance with statutory requirements.

Best Practices

  • Review previous minutes for consistency - Ensuring consistency with prior records avoids contradictions and maintains accuracy.

  • Double-check all names and titles

  • Verify all financial figures by reminding client to re-confirm before signing.

  • Confirm regulatory requirements - Check filing deadlines (e.g., Form ND2A for director appointments) and include a note in the minutes.

  • Maintain proper document trail

Professional Tips