Australia: board meetings and differences in recollection

A recent decision of the New South Wales Court of Appeal - ET-China.com International Holdings Ltd v Cheung [2021] NSWCA 24 - is worth noting because of the discussion it contains, albeit brief, regarding differences of recollection in respect of board meetings. To quote Bell P (with whom Bathurst CJ and Leeming JA agreed) (at para. [197]):

It is not unknown, still less uncommon, for disputes to arise as to what may have been said at meetings of boards of companies ... Sometimes, the differences may be substantial; sometimes, they may go to matters of emphasis or the extent of detail recorded about particular issues discussed. The mere fact that there may be competing versions of minutes does not mean, moreover, that one of the different versions is necessarily false: recollections of events may differ. Obviously it is desirable that directors reach accord as to the accuracy of minutes but that may not always be possible."

UK: ICSA consultation on the practice of minuting meetings

ICSA - the Institute of Chartered Secretaries and Administrators - has published a consultation paper on the practice of minuting meetings: see here (pdf). The role, purpose and standard of minutes has been the subject of recent Parliamentary attention: see the letter sent by the Rt Hon Andrew Tyrie MP, chairman of the Treasury Committee, to the chief executive of ICSA: here (pdf). Indeed, the first question asked by ICSA in its consultation paper is this: what is the principal function of meeting minutes?