Read with the right scope
UK company directors. Different rules may apply to charities, partnerships, regulated entities and overseas bodies. Insolvency and conflicts require particular attention.
Status: Law and implementation guide · source-checked 1 November 2026
Know the legal starting point
The Companies Act 2006 sets out directors’ general duties. Section 172 concerns promoting the company’s success in good faith, with regard to specified factors including long-term consequences, employees, business relationships, community and environmental effects, reputation and fairness between members. Its operation is qualified where creditors’ interests must be considered. Section 174 requires reasonable care, skill and diligence, taking account of both the role and the director’s actual capabilities.
Section 248 requires records of proceedings at directors’ meetings to be kept for at least ten years. The existence of minutes does not prove that a decision was lawful or that duties were discharged. Substance, information and judgement matter.
Practical workflow: prepare a decision paper
Use a proportionate paper that makes the decision and its limits clear. The following structure is an editorial working method. It is not a statutory form and should be adapted to the company’s articles, governance arrangements and relevant professional advice.
- State what approval is requested, who has authority and what happens if no decision is made.
- Set out realistic options, material assumptions, cost, timing and the main uncertainties.
- Identify affected stakeholders and explain relevant consequences rather than repeating generic labels.
- Record conflicts and the applicable process for declarations, participation, quorum and approval.
- Link key evidence, specialist advice and unresolved questions; distinguish facts from forecasts.
Capture the discussion faithfully
Minutes should identify the decision, relevant challenge and reasons at a level appropriate to its significance. Record material alternatives, conditions and any dissent accurately. Avoid reconstructing an idealised discussion after the event or asserting that every factor was considered when the underlying material does not support that claim.
For an illustrative supplier decision, the record could identify why the service is needed, which alternatives were assessed, who challenged resilience assumptions, what due diligence remains incomplete and what conditions attach to approval. Detailed source material can sit in controlled supporting records rather than making the minutes unreadable.
Close the loop
Give each condition an owner and a due date. Bring exceptions back to the right decision-maker. Preserve approved minutes and supporting versions securely, with access and retention appropriate to their contents.
Seek suitably qualified advice where solvency, personal interests, complex group arrangements or a regulated activity changes the analysis. Delegating preparation to an employee or adviser does not remove the director’s responsibility to understand and exercise judgement.
Put the guide to work
Start with the evidence.
- The paper and supporting material actually available to the decision-makers.
- Declarations of interests and the recorded treatment of participation or conflicts.
- Approved minutes recording significant challenge, the decision and its rationale.
- An action record showing whether approval conditions were met and who checked them.
Your first three steps
- Choose a significant pending decision and state exactly what approval is requested.
- Set out realistic options, unresolved assumptions and relevant interests before the meeting.
- Record the decision faithfully, then assign each condition to someone with authority to deliver it.
Common gaps to look for
- Minutes assert consideration that the papers and discussion do not support.
- Approval conditions disappear after the meeting.
- The record omits who had authority or how conflicts were handled.
Review when: Return to the decision-maker when a material assumption changes, a condition cannot be met or a conflict emerges.
Suggested working method. Apply the source requirements and scope explained in this guide.
Part of the governance guidance hub. See how the GRC framework connects the disciplines.
Connect this to your review
Link the risk, control, obligation and next action in the review workspace. Record what is known, what needs checking and which decision follows. The workspace organises your records; it does not inspect or independently verify evidence.
Sources & verification
- Companies Act 2006 — section 172 ↗Source checked 1 November 2026 · Primary source
- Companies Act 2006 — section 174 ↗Source checked 1 November 2026 · Primary source
- Companies Act 2006 — section 248, directors’ meeting records ↗Source checked 1 November 2026 · Primary source
- Companies House — being a company director ↗Source checked 1 November 2026 · Primary source
The source list records when each reference was checked. AI-assisted research and drafting; no independent human legal review is claimed. Check for later changes and advice appropriate to your circumstances.