Each year the Board of your company is required to consider and (hopefully) approve the annual report, including the financial statements.
Governance Institute of Australia has prepared a best practice guide for companies to assist them in this process, including sample minutes for the requisite actions. While the guide can be located here, it incorporates everything for an ASX listed company, so we at the Avondale Business School have adapted these minutes for use by a public company that is either required to or chooses to report fully to their board. The sample minutes are in Word format and can be personalised for your company and circumstances. Simply email us at the contact below and we will forward you a set.
This is an important issue now as the Regulators and Courts are very serious about directors of companies giving proper consideration to financial reports (see the Centro case as an example). Directors are being held responsible for these reports and the CEO/CFO are also being required to demonstrate that they have provided adequate time and information for directors to give proper consideration. The minutes of the Board meeting are often the only real evidence directors and management have that this process was robust and sufficient.
These minutes do take a ‘belt and braces’ approach; however you will be glad of it in the event of needing to rely on them.
Please note:
- You need to ensure that you have considered the individual circumstances of your organisation and do not just rely on these minutes;
- These minutes assume that the external auditor (where necessary to have one) is present at the meeting. If they are not, simply note that you have had a conversation with them and the assurances form that conversation;
- If your organisation does not use an audit committee, delete the references to it;
- For all assertions made (e.g. recoverable amounts of assets) you need to ensure there is evidence to support.
The Avondale Business School can help you with your Governance and Compliance requirements – find out how by contacting Warrick Long at the Avondale Business School.
P: 02 4980 2168