AGENDA AND MINUTES

337

that the shareholders may know exactly what their directors
have been doing, why it was done, and when it was done.’
Notwithstanding this expression of high legal opinion, it will
be found in practice inadvisable to explain in the minute book
why any particular resolution is passed. Indeed, this is
sometimes impossible, as the reason for a particular decision
which may operate in the mind of any one member may be
quite different from that which influences his colleagues.
Moreover, it is unusual and undesirable in the case of company
board meetings for the minute book to be accessible to share-
holders generally, and there appears to be no authority for the
suggestion that they have a right of access to the directors’
minute book, and no secretary would be safe in assuming that
shareholders have such a right. They have of course a
statutory right of inspecting minutes of general meetings of the
company, and on payment to a copy of such minutes and the
book containing such minutes must be kept at the registered
office of the company [s. 121].

An occasion might arise when refusal to inspect board
minutes might be justified—without express instructions
from the chairman—in the case of a director himself, if it
appeared evident that he wished to utilise his privileged
position for a purpose detrimental to the company and the
board. A difficulty of this kind was the subject of judicial
decision in R. v. Hampstead Borough Council, ex p. Woodward
(The Secretary, 1917, p. 68), where the principle was affirmed
that whilst a member of a public body acting solely in the
public interest has a right to inspect the documents of that
body, yet if the inspection is sought for any other purpose,
and the interest of the public is not his sole aim, he is de-
prived of his primd facie right, and will not be permitted to
utilise his privilege for personal or other ulterior objects.

With regard to the minutes of general meetings of
shareholders of public companies, these usually follow
certain stereotyped lines. The first resolution submitted
at the annual general meeting of shareholders is for the
adoption of the report and accounts, and generally takes the
following form:—

That the directors’ report and statement of accounts as at General
the 31st December last, and now submitted t~ this Meetings.
meeting, be and the same are hereby received and
adopted.

Before, however, recording this resolution the record of the
proceedings will state that the notice convening the meeting
was read (or was taken as re> ), and that the auditor’s report
was read to the meeting 's 71°

Inspection of
Minute
Books.