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
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
Omitting voting results or numbers
Unclear or incomplete resolutions
Missing quorum confirmation
Not recording late arrivals/early departures
Incomplete financial figures or dates
Missing implementation details
Legal Requirements
Inadequate authorization wording
Missing declaration of interests section
Incorrect filing requirements
Wrong signing requirements
Missing regulatory compliance notes
Inadequate document execution details
Incomplete virtual meeting procedures
Technical Details
Wrong company details
Incorrect director titles or names
Missing location for virtual attendees
Inconsistent time formats
Wrong dates or deadlines
Missing attachment references
Incomplete signature blocks
Difference between Written Resolution (Exercise 1) and Minutes
Minutes:
Record of discussions and decisions at a physical/virtual meeting
Narrative style documenting the flow of meeting
Includes background discussions and context
Records attendance, time, venue details
Contains non-resolution matters (presentations, updates)
Resolutions:
Record of decisions only
Direct and decisive language
No background discussion needed
No attendance details (except signatories)
Focuses solely on decisions made
Drafting Approach
Draft within 48 hours while memory is fresh
Use clear, concise language
Focus on decisions rather than discussions
Record dissenting views diplomatically
Include clear action items and deadlines
Cross-reference all attached documents
Maintain consistent formatting throughout
Legal Protection
Include proper authorization wording
Note regulatory compliance specifically
Record abstentions and conflicts clearly
Include necessary reservations or conditions
Document key assumptions or dependencies
Note professional advice received
Include proper delegation limits
Practical Considerations
Create standard templates for consistency
Use paragraph numbering for easy reference
Include clear implementation steps
Note specific timelines and deadlines
Record document custody requirements
Include contact persons for actions
Note follow-up requirements
Best Practices
Review previous minutes for consistency
Double-check all names and titles
Verify all financial figures
Confirm regulatory requirements
Keep sensitive discussions separate
Maintain proper document trail
Consider confidentiality requirements
Record Keeping
Establish proper filing system
Maintain signed original
Keep supporting documents
Record distribution list
Note amendment procedures
Include document retention requirements
Maintain access control records