Corrigenda

Corrigenda

In the context of corporate governance, corrigenda (the plural of corrigendum) refer to official corrections made to meeting minutes that have already been finalized, approved, or circulated. Because board minutes serve as the definitive legal record of a company's decisions, you cannot simply go back and silently edit a signed or approved document. Instead, corrigenda provide a formal, transparent audit trail for changes made to published minute documents.

The Two Methods of Applying Corrigenda

Depending on your company’s secretarial practice and governance rules, you generally handle corrigenda in one of two ways:

Method 1: The Addendum Approach (Best Practice for Approved Minutes)

If the minutes are already cryptographically signed (for example, via BoldSign integration in BoardCloud), the original PDF cannot and should not be altered, as doing so breaks the digital signature seal.

  • The Correction Note: The Company Secretary drafts a formal "Corrigendum Note" detailing the exact change (e.g., "In the minutes of the meeting held on 15 May 2026, under Item 4.2, the approved budget figure should read R1,500,000 instead of R150,000.").

  • Board Approval: This note is presented at the next board meeting for formal approval.

  • System Attachment: Once approved, the corrigendum is uploaded to BoardCloud as an addendum, permanently linked or appended to the original minutes pack so anyone viewing the record sees the correction.

Method 2: The Next-Meeting Minute Entry

Instead of creating a separate addendum document, the correction is officially noted in the minutes of the current meeting:

  1. When the board reviews the "Minutes of the Previous Meeting," a director points out the error.

  2. The board agrees to the correction.

  3. The current minutes record: "The minutes of the previous meeting held on 15 May 2026 were approved, subject to a corrigendum noting that Director X abstained from the vote on Item 3."