At some stage, most professional advisors will be required to take minutes of a meeting, be it a management meeting, client meeting or a formal board or members meeting. It is often seen as a chore and what should be recorded differs from one set of minutes to another.
The ICSA: The Governance Institute have issued a very helpful guidance note on minute taking after doing some extensive research in the area. They have released the 10 principal findings from the research which should be of interest to all professional advisors and something we can all put into practice.
I have set out below the principal findings and more information and guidance is available from ICSA
The principal findings of our research were:
- Good minuting is a deceptively difficult and time-consuming task which is often under-valued, notably by directors. It is far more than an administrative formality.
- The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting. They should document the reasons for the decision and include sufficient background information for future reference – or, perhaps, for someone not at the meeting to understand why the board has taken the decision that it has. In simple terms, their purpose is to record what was done, not what was said, but with sufficient context to give assurance that it was done properly.
- There is no ‘one-size-fits-all’ approach for minute writing and no ‘right way’ to draft minutes. Context is always important and each chairman and each board will have their own preference for minuting style. It is up to each individual organisation to decide how best its meetings should be recorded.
- The degree of detail recorded will depend to a large extent on the needs of the organisation, the sector in which it operates, the requirements of any regulator and on the working practices of the chairman, the board and the company secretary. As a minimum, however, we would expect minutes to include the key points of discussion, decisions made and, where appropriate, the reasons for them and agreed actions, including a record of any delegated authority to act on behalf of the company. The minutes should be clear, concise and free from any ambiguity as they will serve as a source of contemporaneous evidence in any judicial or regulatory proceedings.
- Minutes may also be used to demonstrate that the directors have fulfilled their statutory duties, in particular by evidencing appropriate challenge in order to hold the executive to account and by showing that issues of risk and both shareholder and stakeholder impact have been properly considered. Minutes should facilitate regulatory oversight, but this is not their primary purpose. Nonetheless, those drafting minutes should be mindful of regulatory needs. The well-written minutes of an effective board meeting should convey all the assurance that a regulator needs.
- The company secretary is responsible to the chairman for the preparation and retention of minutes; the chairman and the other members of the board are responsible for confirming their accuracy.
- Organisations should always employ a properly qualified individual with the necessary skills to take minutes of board meetings. Too often minuting a meeting is left (at short notice) to a junior member of staff without the appropriate experience or training.
- Minutes are normally written in ‘reported speech’ style; they should not be a verbatim record of the meeting.
- Individual contributions should not normally be attributed by name, but this will be appropriate in some cases.
- Great care should be taken with the company secretary’s notes of the meeting, both in terms of content and retention. We recommend that they are destroyed once the minutes to which they relate have been approved.
The guidance also includes detailed discussion of the usual preliminary information, including quorum and the treatment of conflicts of interest; the style of writing; when it might be appropriate to name individuals; dealing with dissent in the minutes; and the level of detail appropriate in minutes. It also addresses the approval of minutes; the treatment of post-meeting developments; and to whom access to the minutes might be granted.
Given our view that there is no one-size fits all approach for minute writing, this guidance should always be seen as principles based, offering suggestions that may be tailored to each organisation, rather than as prescriptive. We do, however, believe that it is important that those who are less familiar with minute taking should have some guidance about how some issues that they may face might be addressed and that they are warned of some of the pitfalls that they may encounter. That is the purpose of this guidance.
The new guidance, together with a Feedback Statement detailing the responses to the questions that we asked in our consultation, can be found here
How Can CLS Help
We can act as a minute taker for your board meetings and advise the board on the best governance practices for minute taking. For more information contact one of our Co Sec Team on 059 9186776 or firstname.lastname@example.org
Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.