Why Minutes Matter More Than You Think

Minute taking is often underestimated. To some, it may seem like a simple administrative task, but in practice, board minutes are among the most important governance tools a company has. They protect directors, demonstrate compliance, and provide a reliable record of how decisions were reached.

At Virteffic, we see every day how well-prepared minutes strengthen governance and protect boards across Jersey, Guernsey, the UK, and beyond. Having supported a wide range of regulated and unregulated companies, our experience confirms that effective minute-taking is not optional but essential.

The regulatory perspective

For regulated companies, the importance of high-quality board minutes cannot be overstated. Regulators want to see evidence that boards exercise sound judgment, manage risk, and make decisions responsibly. Minutes are often the first documents reviewed during inspections or thematic visits.

Incomplete or poorly drafted minutes can create risk by suggesting inadequate oversight or weak compliance. Clear, accurate, and timely records provide reassurance that directors are acting lawfully and in the best interests of the company.

This is particularly important in Jersey, where directors are under close scrutiny in areas such as anti-money laundering, economic substance, ESG, and risk management. Minutes form the evidential record of how these matters are considered and addressed at board level.

Why minutes matter

• Legal requirement: Pursuant to the Companies (Jersey) Law 1991, companies must keep minutes of all board meetings and retain them for at least ten years. Failure to comply is a criminal offence for both the company and its directors.
• Prima facie evidence: Signed minutes are presumed accurate unless proven otherwise. They can protect directors by recording the reasoning behind decisions.
• Economic substance compliance: The Taxation (Companies – Economic Substance) (Jersey) Law 2019 requires strategic decisions to be documented in Jersey-based board minutes. Well-prepared minutes are critical in demonstrating compliance.
• Professionalism: Minutes reflect the credibility of the board. High-quality records show that directors are meeting their duties responsibly, while poorly written minutes can undermine confidence.
• Due diligence: Minutes are vital in mergers, acquisitions, or investigations, providing insight into governance and decision-making history.
• Action and follow-up: By setting out agreed decisions, minutes provide a clear roadmap for follow-up and accountability.

Strengthening governance through minute-taking

High-quality minutes are not paperwork to be filed away; they are the foundation of effective governance. They support directors in meeting their duties, provide a robust defence during scrutiny, and underpin compliance with Jersey company law and economic substance requirements.

Looking ahead

As governance expectations continue to evolve, minute-taking will only grow in importance. Boards that prioritise clear, accurate, and well-structured records will be better positioned to demonstrate accountability, withstand regulatory scrutiny, and build long-term trust with stakeholders.

How Virteffic supports boards

At Virteffic, we specialise in taking board and committee minutes for regulated companies, professional firms, and fund boards. Our service combines governance knowledge, regulatory awareness, and attention to detail.

We adapt to each client’s needs, whether through live attendance, drafting from recordings, or post-meeting assistance. Every set of minutes is carefully reviewed for accuracy, consistency, and alignment with the board’s preferred style.

With five years of experience across Jersey, Guernsey, the UK, and the Cayman Islands, we are trusted to provide confidential and reliable governance support. If you are considering how to strengthen your board processes or review your approach to minute taking, we would be pleased to discuss how we can help.

Visit our website to find out more, request a fee proposal or connect with Tess Price for any questions.

Virteffic Limited (Virteffic) is not regulated or licensed under the Financial Services (Jersey) Law 1998, as amended (the Financial Services Law). Accordingly, Virteffic does not provide any regulated services and does not engage in any regulated activities that would necessitate us to be a “registered person” as defined under the Financial Services Law. In cases where a regulated activity is required, you will need to engage the services of a firm that is registered under the Financial Services Law to provide such services. Virteffic may offer certain secretarial support and administration services as a virtual assistant, however, the services are of an administrative nature only. Your appointed company secretary and/or the directors of your company have full responsibility to ensure the accuracy of the work that Virteffic does for you, to have the final sign-off and to check the work before it is released, published and/or executed.