Producing the board meeting minutes is the bread and butter of a secretary’s role. But it’s time to make a taste of it. Practical processes and good preparation can help avoid being squashed in the middle.
Meeting Minutes in letter
- Under the Corporations Act , Organizations Must Take Meetings minutes which record the proceedings and resolutions of board meetings within one month. The minutes must be signed by the chair within a reasonable time following the meeting.
- Best practice minutes preparation involves a tight timeframe. Many major companies aim to produce a final set of minutes within a week of the meeting, which are then issued to the chair for review.
- What approach is highlighted in the Royal Commission on Misconduct in Banking, Superannuation and Financial Services Industry. The Commission’s reaction to a company informal notes in response to a notice to produce a board meeting
Michael Hodge QC, senior counsel assisting the Commission. “Do you regard this as a common practice in this day and age?”
- The Commission therefore called into question the complete ness and level of detail recorded in another organization’s board minutes.
- Preparing timely meeting minutes of board meetings is not only an issue for organizations subject to the Corporations Act . In the High Court of Australia’s Judgment on the James Hardie case in 2012, Justice Heydon observed there is a general expectation of appropriate minute-taking at all levels:
“The relevance of this consideration goes beyond legal obligation. Provisions of this kind correspond with a strong feeling that would be accurate minutes should be held in general organizations and committee meetings in organizations of all kinds. They include businesses; educational and medical institutions; social and sporting clubs; cultural and religious groups; professional and trade associations; trade unions; community bodies and political parties. The members of these organizations, humble as they often are, see it as important that minutes accurately record what took place. “
- Directors’ responsibilities are expanding, contributing to broader and deeper discussions in the boardroom. This is so inspiring minutes of board meetings needing to be more detailed and more promptly prepared.
What it means for you
- More haste, less speed
When time is the essence, starting early makes a difference. That begins with proper preparation before the meeting. Setting up a template for meeting minutes based on the board meeting and the resolution.
After the meeting, complete the draft minutes as soon as possible. The more time goes by, the harder it becomes to recall the details of discussions, making it more difficult for preparers and reviewers alike.
- Do not walk while chewing gum
Company secretaries may wear multiple hats and their multiple roles may extend into the board meeting. However, it’s hard to participate in a discussion and take notes on it at the same time. The same goes for minor distractions IT equipment and catering arrangements.
Consider enlisting help from a note taker to enable you to contribute as a CFO, general counsel or governance expert, or from support with logistics so you can focus on capturing the key discussion points accurately and succinctly. The better the notes are from the meeting, the easier it will be to prepare the minutes afterwards.
- Embrace the benefits
Producing board meeting minutes more quickly does not just add to company secretaries’ woes – so confers advantages. This can reduce the cycle of scrambling from one meeting to another, managing agendas, papers and minutes, only for it to start again ahead of the previous meeting.
Timely minutes, assigned and addressed more efficiently. It is one of the most common frustrations shared by company secretaries.
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