Board minutes template for a public company

For a public company, the minutes carry an extra responsibility. Section 195 of the Corporations Act requires that a director with a material personal interest in a matter being considered at a board meeting must not be present while the matter is considered and must not vote on it, unless an exception applies. The minutes are where you show that this happened. Section 251A still sets the framework: minutes recorded within one month, signed by the chair, and standing as evidence of the proceeding unless the contrary is proved.

What the minutes record

Public company minutes record the date, time, and place; attendance and apologies; confirmation of a quorum; disclosures of material personal interests; the matters considered; and the resolutions passed. Where section 195 applies, the minutes record that the conflicted director left the meeting before the matter was considered, did not take part in the discussion, and did not vote, then rejoined for the rest of the meeting. If an exception is relied on, such as a resolution of members under section 195(4), the minutes should note the basis.

Recording the section 195 exclusion

A clear way to record an exclusion is a short, factual sequence in the minute for that item: the director disclosed the interest, the chair noted it, the director left the room, the board considered and resolved the matter, and the director returned. Naming who was present for the vote removes any doubt about who decided. This is the practical difference between public company minutes and proprietary company minutes, where the section 194 replaceable rule may allow a disclosed director to remain and vote.

Key fields in the template

- Company name and meeting type (directors meeting) - Date, start time, and place or method of meeting - Present, in attendance, and apologies - Quorum confirmation - Disclosures of interest under section 191, with the section 195 action taken - Confirmation of the previous minutes - Each agenda item, with a short record and the outcome - Resolutions, with a record of who was present for any conflicted matter - Action items, owners, and due dates - Close and next meeting date - Signature block for the chair

A sample structure

Minutes of a meeting of directors of [Company] Limited held on [date].

1. Present and apologies 2. Quorum confirmed 3. Disclosures of interest 4. Previous minutes confirmed 5. Reports noted 6. Decision item: the director with an interest left the meeting, the board resolved the matter, and the director returned 7. Other resolutions 8. Action items 9. Close and next meeting

Signed as a true record: [chair name], chair, [date].

Good practice

Treat the conflicts item as more than a formality. Record the disclosure, the exclusion, and the timing precisely, because these minutes are the evidence that the board followed section 195. Keep resolutions clear and complete. Once signed, the minute is not edited; a correction is a separate tracked entry.

Generate this in Quorum

Quorum reads the entity type and applies the right conflicted voting rule from the data rather than guessing, so a public company meeting follows the section 195 path and the minutes record the exclusion. It tracks the recording deadline so you never miss it, stores the signed minute as an immutable record, and keeps a correction as a tracked entry. This helps you comply with sections 195 and 251A. The company and its directors remain responsible for compliance.

Part of the Cohiva platform

Quorum is part of the Cohiva platform. Learn more at [www.cohiva.com](https://www.cohiva.com). For signed resolutions and minutes, [Cohiva Sign](https://www.cohiva.com) provides e-signatures on board resolutions and returns the signed document to the record.