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.