Board minutes and meeting transcription
your board and auditors can rely on.
Nguma produces structured minutes, resolution records, and action trackers for board meetings, audit and risk committees, AGMs, and executive forums. Confidential by design: Australian-hosted, and never used to train AI models. ASIC and APRA defensible. Accessible only to named users.
What your current tools do with your board’s content.
AI meeting tools are widely used in boardrooms. Most were designed for productivity, not for the confidentiality obligations that govern board deliberations. The gap between convenience and compliance is where your exposure sits.
Board deliberations routed through overseas servers
Tools like Otter.ai, Fireflies, Microsoft Copilot, and Zoom AI Companion route meeting audio through data centres in the United States or Europe. Board deliberations on material non-public information, M&A discussions, and audit findings processed offshore engage APP 8 of the Privacy Act 1988 and create confidentiality exposure that most boards have not formally assessed. The fact that the tool is convenient does not make the exposure acceptable.
Model training on board content
Most mainstream AI meeting tools train their models on customer content by default unless explicitly opted out at the enterprise tier. Board deliberations on strategy, M&A targets, executive performance, and audit findings are among the most commercially sensitive content any organisation generates. The prospect of that content informing a commercial AI model is a material risk that remuneration committees, audit committees, and legal counsel should be examining.
Minutes produced from AI without human review
Some AI meeting tools produce minutes or summaries automatically, without a human reviewing the output against the source audio before it is circulated. Board minutes are a legal record under the Corporations Act 2001. Minutes that misattribute a resolution, omit a dissenting view, or inaccurately record a decision create liability for the company and its directors. Human review of every set of minutes is not optional.
Every session where the record matters.
Output type and access controls are configured per forum. The compliance posture is the same across all of them.
Board meetings
Director-level deliberations with resolution and decision tracking. Action items with owners and due dates. Director attribution preserved throughout. Minute-ready format for board approval at the following meeting.
Corporations Act 2001 · ASIC scrutinyAudit and risk committees
Defensible record for ASIC, APRA, and external audit scrutiny. Financial reporting discussions, internal audit findings, and risk appetite deliberations documented with full attribution and resolution tracking.
ASIC · APRA · External auditAnnual General Meetings
Member questions and director responses on the public record. Resolution outcomes and voting records. Shareholder engagement documented accurately and in full, with the audio available for post-meeting verification.
ASX Listing Rules · Corporations ActExecutive committee meetings
ExCo and SES committee minutes with action and decision tracking. Confidential access restricted to named executive participants. Same-day or next-day turnaround to keep pace with executive decision cycles.
Confidential · Named-user accessM&A diligence interviews
Confidential interviews conducted under legal privilege and confidentiality undertakings. Verbatim record with named-party access only. Without-prejudice handling available. Chain-of-custody log from the first word to the final transcript.
Legal privilege · Without-prejudiceRemuneration committees
Sensitive executive performance and remuneration deliberations. Strict access controls; content restricted to committee members and authorised advisers only. Minute-ready output with resolution and determination tracking.
Highly confidential · Restricted accessThe frameworks your board record must satisfy.
Board minutes are a legal record, not an administrative convenience. Every framework below creates a specific obligation that the minutes and the process used to produce them must meet.
Accurate minutes as a legal obligation
Section 251A requires a company to keep minute books recording resolutions passed and proceedings of directors’ meetings. Minutes signed by the chair are evidence of the proceedings recorded. An AI-generated summary circulated without human review against the source audio is not a compliant process for producing a legal record.
Defensibility under regulatory examination
When ASIC or APRA examine a board’s decision-making process, the minutes are the primary evidence of what was discussed and decided. Minutes that cannot be verified against a source audio record, or that were produced by a tool with no audit trail, are significantly harder to defend than those produced through a documented, human-reviewed process with chain-of-custody preserved.
Cross-border processing of personal information
Board meetings routinely involve discussion of individuals: executive performance, remuneration, personnel matters, and M&A counterparties. Where any of that discussion involves personal information, APP 8 is engaged if the recording is processed by an offshore AI tool. The cross-border disclosure risk applies to corporate governance proceedings as much as it does to any other context.
Continuous disclosure and meeting records
For ASX-listed companies, board and committee meetings where material information is discussed create continuous disclosure obligations. Accurate, contemporaneous minutes that document when the board became aware of material information, what was discussed, and what decisions were made are essential to demonstrating continuous disclosure compliance and defending against market-sensitive claims.
Privileged content and M&A proceedings
Board sessions conducted with legal counsel present, or M&A diligence interviews conducted under privilege, require handling that preserves the privileged character of the content. Routing privileged deliberations through a general-purpose AI tool risks inadvertent waiver. Nguma’s matter-level access controls and named-user restrictions support privilege preservation.
Board deliberations never leave your control
Nguma contractually guarantees that customer audio, transcripts, and metadata are never used to train AI models or improve the Nguma service. For board content, this is not a configuration setting or an enterprise-tier option; it is a hard contractual prohibition that applies to every engagement at every tier.
Confidential by design. Not by configuration.
Every element of Nguma’s architecture was designed around the assumption that board content is the most sensitive material the platform will process. Confidentiality is not a feature you enable; it is the default state.
Australian hosting
Audio, transcripts and records are processed and stored in Australia, with the application database and records held in AWS’s Sydney region and speech-to-text processed in Australia. No customer data is transferred offshore for storage.
Named-user access only
Each matter is accessible only to the users explicitly named in the configuration. No broad organisational access. No automatic sharing. Access is granted per matter, not per account, and every access event is logged.
No model training, contractually
Board audio and transcript content is never used to train AI models. This is a hard contractual prohibition in Nguma’s standard terms, not an opt-out buried in settings. Your board’s deliberations remain yours.
Human review before every record
No minutes or transcript is finalised without human review against the source audio. The AI produces a draft; a named reviewer approves it. The approval is logged. Every record has a human accountable for its accuracy.
Full audit trail
Every action from audio upload to final approved minutes is timestamped and attributed to a named user. Who configured the matter, who accessed the draft, who made changes, and who signed off is recorded and cannot be altered.
AES-256 encryption
All audio and transcript content encrypted at rest and in transit using AES-256. Role-based access controls with granular permissions. Secure deletion on request. No shared storage across matters or organisations.
Ready to brief your first board matter?
Tell us your meeting types and output requirements. We respond within one business day.
Structured minutes, not verbatim transcripts.
Board clients want accurate, decision-focused minutes: what was discussed, what was resolved, and who is accountable for what. Not a word-for-word record of every comment. Nguma’s output is configured to what your board and governance team actually need.
Board minutes
Decision and resolution capture with director attribution. Action items with owners and due dates. Discussion summary, not verbatim. Minute-ready for board approval.
- Resolutions and decisions with full attribution
- Action items: owner, due date, and context
- Discussion summary preserving key positions
- Dissenting views and abstentions recorded
- Audit trail back to source audio
Verbatim transcript
For matters where a complete verbatim record is required: M&A diligence, audit committee hearings, or proceedings where every word may be material.
- Speaker-attributed verbatim throughout
- Time-stamped to audio cues
- Privilege and without-prejudice handling
- Named-user restricted access
- Human-certified against original audio
If your board has an existing house style or a minute format your company secretary works to, describe it when you brief us and we will produce to that specification. Exports to Word, PDF, or your board portal.
From session to approved minutes in four steps.
Nguma connects to your existing meeting platform (Teams, Zoom, or Webex) or accepts audio upload after an in-person meeting. No new infrastructure required.
Configure the matter
Set the output type (structured minutes or verbatim), name the permitted users, configure access controls, and set the retention policy. For recurring board meetings, configure once and reuse for every subsequent session.
Capture the session
Connect Nguma to your Teams, Zoom, or Webex session, or upload the audio after an in-person meeting. All audio is processed in Australia on receipt. Access is restricted to named users from the first moment of capture.
Review and approve
The company secretary or designated reviewer receives the AI-drafted minutes. They review against the audio using the built-in editor, edit any inaccuracies, and approve. Every edit is captured in the audit trail with the reviewer’s identity.
Circulate and archive
Approved minutes export to Word, PDF, or your board portal in your house format. The source audio, the AI draft, all edits, and the approval sign-off are archived in the audit trail. Available for ASIC, APRA, or external audit review on request.
What your company secretary and legal counsel will ask about.
Questions your company secretary and legal counsel will ask.
Are board minutes produced by Nguma admissible as a legal record under the Corporations Act 2001?
Yes, when produced through Nguma’s human-reviewed process. Section 251A of the Corporations Act 2001 requires minutes to accurately record resolutions and proceedings. Nguma produces a draft from the source audio and requires a named human reviewer to check it against the audio and approve it before finalisation. The approved minutes, together with their audit trail, satisfy the requirements for accurate minutes signed off by a responsible person. The source audio is preserved and available for verification.
Where is our board meeting audio stored? Does it leave Australia?
All audio and transcripts are stored and processed in Australia, with the application database and records held in AWS’s Sydney region and speech-to-text processed in Australia. Board meeting content is never stored or processed outside Australia. Nguma does not transfer customer data offshore for storage in the ordinary course of the service. Full architecture and data-residency documentation is available under NDA for security assessment.
Can we restrict access so only board members and the company secretary can see the minutes?
Yes. Access is configured per matter at setup. Only users you name explicitly can access the audio, draft, and approved minutes for that matter. There is no broad organisational visibility, no automatic sharing with other users on the account, and no access for Nguma staff outside of contracted support arrangements. Every access event is logged with the user’s identity and timestamp.
Is our board content used to train AI models?
No. Nguma contractually guarantees that customer audio, transcripts, and metadata are never used to train AI models, fine-tune models, or improve the Nguma service. This is a hard contractual prohibition in Nguma’s standard terms at every tier. It is not an enterprise-only option or a setting that needs to be turned on.
How are M&A discussions and legally privileged content handled?
M&A diligence interviews and privileged sessions are configured as separate restricted matters with named-user access only. Without-prejudice handling is available. The content is accessible only to named users, and every access event is logged. This supports privilege preservation by ensuring the content has not been disclosed to unauthorised parties. Contact us to discuss specific privilege requirements for your matter.
Can Nguma produce minutes in our existing house format?
Yes. If your company secretary works to an existing minute format or template, describe it when you brief us and we will produce to that specification. If you would prefer us to recommend a starting point, we can do that too. Exports to Word, PDF, or your board portal in your preferred format and naming convention.
Get a transcription brief for your board.
Tell us your meeting types, volume, and output requirements. We will provide a custom specification and indicative pricing within one business day.