Board packs & minutes first drafts
Can AI draft fund board minutes and pack summaries? Yes for the first draft — turning a transcript or notes into structured minutes and summarising a thick pack. No for the record: minutes are a legal record the directors adopt, so a human edits and the board approves what actually gets signed.
| The pain | Fund and ManCo boards generate a heavy paper cycle — a pack of manager reports, NAV papers, compliance and risk updates to read and summarise before the meeting, and minutes with clear decisions and action points to write after it. Drafting minutes that capture the decisions and the reasoning, then chasing the action list, is hours of skilled secretarial work per meeting, across many boards on a quarterly rhythm. |
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| What AI does today | Summarise the board pack into a briefing before the meeting, and draft the minutes from notes or a transcript afterwards — capturing decisions, discussion and action items in a house template, with the action list tracked. The boundary: reading a two-hour discussion into a structured draft is the AI slice; the template, the action log and the portal's access controls are ordinary tools that take over once a draft exists. |
| Proof it's real | Vendor-claimed, on a widely-deployed platform. Diligent Minutes launched in 2025 inside Diligent Boards — governance software the vendor says serves over 12,000 organisations — generating first-draft minutes from notes, materials or transcripts. Platform reach is real; the minute-quality claims are the vendor's. What no one publishes: how many boards actually adopt the AI draft as their record. Newest evidence: 2025. |
| What it can't do | It cannot be the record — that is where the humans sit: the company secretary shapes the draft and the directors adopt it. A draft that smooths over a dissent, mis-states a decision, or invents a crisp resolution the room never quite reached is a governance problem, not a typo; and a pack summary that drops the one caveat that mattered misleads the reader. |
| The real alternatives |
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| What you need in place | A capture policy first — recording or transcribing a board meeting is itself a governance decision the board must take, and some boards will rightly refuse; confidentiality terms for wherever the pack and transcript are processed; and unchanged ownership — the company secretary owns the draft, the board owns the record. Board tooling is near-always a group or provider decision; the desk-level questions are consent and confidentiality, not which platform. |
| Effort & cost |
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| What to watch | Check the decisions and the dissents, not the prose — a fluent draft can quietly resolve an ambiguity the meeting left open, or record a decision more cleanly than it was made. Read the draft against what was actually said before it becomes the record. |
Prompt to try: draft board minutes and an action log from the pack and notes
The prompt drafts the minutes and an action log from the board pack and meeting notes, and ties every decision and action to the page or note it came from.
- 1Map the sourcesBoard pack, agenda, meeting notes
- 2Trace the preparationPapers for noting vs for decision
- 3Match and reconcileAgenda items, paper numbers
- 4Build the linked workbookMinutes and action log, source per line
5. Controls (must pass)Every agenda item minutedDecisions only where the notes show oneResolution wording from the paperEvery action has an owner and a due datePrior actions closed or carriedQuorum metFour-eyes sign-off
6. Measured over timeBack-test finds every known difference0 corrections after sign-offCycle time vs manualRolls forward with 0 manual edits
Before you start:
- Use your firm's approved AI tool, not a personal account.
- Mask investor names and any data your policy keeps out of AI tools.
- Replace the parts in [brackets] before you run it.
You are helping a company secretary draft the minutes of the [entity] board meeting held on [date]. A human reviewer checks everything you produce. You do not record a decision the notes do not show, and the board adopts the minutes, not you.
I attach:
- Board pack: [agenda and papers]
- Notes: [meeting notes or transcript]
- Prior minutes and action log: [last meeting's]
Work through the six steps below. Show the result of each step before you move on.
STEP 1. MAP THE SOURCES
For each file, record: who produced it; the as-at date it states (not the date it was sent); the currency; what one row or section represents; the fields that identify an agenda item; the value fields and how each is labelled; and any subtotals, hidden rows, merged cells or footnotes that change how it should be read. Where the files differ in as-at date, period or currency, list each difference and say how you will handle it: convert at an FX rate from the Inputs tab with its source, or compare like periods only. Stop and ask me only if a difference means two figures cannot validly be compared.
STEP 2. TRACE THE PREPARATION
For each agenda item, say whether the paper was for noting, discussion or decision, and which resolution or approval it asked for.
Label each statement "stated in the file" or "my inference".
STEP 3. MATCH AND RECONCILE
3a. Keys. List agenda item numbers and paper numbers in the pack and in the notes.
3b. Wording. Describe where the notes refer to items differently from the agenda.
3c. Standardise. Assign each note to an agenda item.
3d. Map. Link each note passage to an agenda item, with reason. A suggested link is never confirmed.
STEP 4. BUILD THE LINKED WORKBOOK
Build an .xlsx file with these tabs, in this order:
- Index: a link to each tab, one line on what it holds, the as-at date, and the steps to refresh the workbook next period.
- Inputs: entity, meeting date, attendees, quorum, and for each agenda item the directors present and eligible to vote, after anyone joining, leaving or withdrawing for a conflict, as the notes record them; plus the as-at date of each source file, with any differences between them and how each is handled; any FX rates needed, with their source and date, and the tolerance for agreement with documents (0.00 wherever exact agreement is required). Each value carries its source beside it, and every formula that needs one points here.
- _Source tabs: each file exactly as received, one tab per file. Never edit these tabs.
- Map: note passages linked to agenda items, with match method ("shared ID" for a shared agenda or paper number, "standardised name" or "suggested, needs review") and reason. For each suggested match, the person who confirmed it and the date.
- Minutes: one row per agenda item, with the paper's purpose (noting, discussion or decision), discussion summary, decision, resolution wording, the action reference of each action that follows from the decision (or "no action"), the paper page and the passage of the notes that records the decision. Each row carries its source document and the page, cell or row reference for each figure.
- Actions: open actions from the prior log plus new actions, each with its action reference (as the prior log gives it, or a new one), the minute and decision that raised it, owner and due date, a status formula ("Closed" where a minute records the closure, "Carried forward" for a prior-log action still open, otherwise "Open"), and for a closed action the closure reason and the minute that records it.
- Exceptions: one row per failed control, untraced or disagreeing figure, unconfirmed match and open query, with its type ("failed control", "untraced figure", "disagreeing figure", "unconfirmed match", "open query" or "timing difference"), a description, its owner, status ("open" or "closed"), expected clearing date and the approver's sign-off.
- Checks: the controls in step 5.
- KPIs: the measures in step 6.
- _Log: the audit trail in step 6.
Every derived number is a formula that leads back to a _Source tab or the Inputs tab. Nothing is typed in as a value. Use Excel tables and XLOOKUP or INDEX/MATCH. Wrap lookups in IFERROR and show "Not found", never zero. Dates as yyyy-mmm-dd, negatives in brackets, units in every value header, header rows frozen, no decorative formatting.
STEP 5. CONTROLS (EVERY ONE MUST PASS BEFORE SIGN-OFF)
On the Checks tab, write each control as a formula that returns TRUE or FALSE, with the count or difference beside it. A FALSE is not a score to improve: it blocks sign-off until it is resolved, by correcting the entry with a note or by getting the source corrected. An explanation alone does not clear it. The only item that may stay open at sign-off is a timing difference with an expected clearing date: it is listed by name on the Exceptions tab as a reconciling item and re-checked next period. A document tie-out failure is never a timing difference and can never be carried. Show every FALSE at the top of the Index tab under "Checks failing".
a. Complete: every agenda item has a Minutes row, and every open action from the prior log appears on the Actions tab. Target: 0 unexplained rows.
b. Decisions and actions agree: every action reference on the Minutes tab exists on the Actions tab, every new action on the Actions tab points back to the minute that raised it, and every open action has an owner and a due date. Target: a difference of 0.
c. Formula-linked: every calculated cell is a formula (test with ISFORMULA), and there are no #N/A or #REF errors. Target: 100%.
d. Tied to documents: on the Minutes tab, every decision cites the paper page and the note passage that records it. Every quote and figure must be traced (it cites its document and page) and must agree: a quote matches the document word for word, and a figure equals the document within the tolerance on the Inputs tab and no wider. Any item that is untraced or disagrees goes to the Exceptions tab at once. If the document itself looks wrong, for example notes that record a vote on a paper put up for noting only, raise it as a query; never change the workbook to make it agree. Target: 100%.
e. Matches confirmed: count the rows matched by shared ID, by standardised name and by suggestion. Target: 0 suggested matches left unconfirmed at sign-off.
f. Meeting record: the minutes state the meeting date and the attendees on the Inputs tab and record every director who joins, leaves or withdraws for a conflict; for every decision, the directors present and eligible to vote on that agenda item on the Inputs tab meet the quorum on the Inputs tab. Target: 100%.
g. Decisions as taken: every decision on the Minutes tab is one the notes record, whatever the paper's purpose. A decision recorded on a paper put up for noting or discussion is flagged for the company secretary to confirm, not dropped. Every resolution's wording is quoted from the paper, or the change made in the meeting is cited from the notes.
h. Actions: every open action from the prior log is carried forward or closed with a reason.
i. Open exceptions: count the Exceptions rows that are not closed, leaving out only named timing differences with an expected clearing date. Target: 0.
j. Four-eyes: the _Log names the preparer and the approver, who must be different people, and the approver signs off every Exceptions line.
STEP 6. REUSABLE, AUDITABLE AND MEASURED
- Reusable: next period, a person replaces the _Source tabs and updates the Inputs tab, and every other tab recalculates. Keep the Map tab so confirmed matches carry forward.
- Auditable: on the _Log tab, list each source file (name, producer, as-at date, date received, row count, control total), every rule and match you applied with the reason, every assumption, and who prepared and approved. Never overwrite source data. A correction goes in a separate column with a note.
- Measured: add a KPIs tab that the team fills in each period: back-test recall (run on a past period with known answers; share of known differences found; target 100%, and do not adopt the workbook below that); items agreed first time with no manual fix; items flagged that turned out fine; corrections made by the reviewer before sign-off; corrections found after sign-off (target 0); manual edits outside the Inputs and _Source tabs at refresh (target 0); and cycle time in hours from receiving the files to sign-off, against the manual baseline.
If your tool cannot create an .xlsx file, give me each tab as a table plus the exact formula for the first row of every calculated column.
At the end, give me agenda items minuted, decisions recorded, and actions open, the result of every check, and a list of anything you were unsure about.What good output looks like:
- Every decision has a source in the notes.
- Carried-forward actions are not dropped.
- Where the notes are unclear, the draft says so.
- Every control on the Checks tab reads TRUE before sign-off. Only a timing difference with an expected clearing date is carried as a reconciling item.
How to know it worked:
- Back-test: run it on a past period where the answers are known. Adopt it only if it finds every known difference.
- After sign-off: no corrections are found later.
- Over time: fewer reviewer corrections and false flags, and a cycle time below the manual process.
Who signs off: The company secretary reviews the draft, and the board adopts the minutes at the next meeting. The workbook is the working file, not the record.
In practice: check the draft against what the chair remembers deciding before it circulates.
Questions operators ask
Can AI take our board minutes?
It can draft them from notes or a transcript, and the drafting tools are shipping in mainstream board software. The minutes themselves remain the directors' legal record — the secretary edits, the board adopts, and the recording/transcription step needs the board's explicit consent first.
Does this replace the company-secretary service?
No — it compresses the drafting hours inside whoever holds the pen. If a cosec provider runs your boards (the norm in the fund domiciles), the practical question is whether their service uses these tools and whether that shows up in your fees, not whether to bring minutes in-house.
Related: the Fund AI desk and the other operational use-cases in the library.