If you’re new to board minute taking or starting with a new organisation, read on to discover 7 board meeting minute taking tips and board meeting minutes best practices that will help you effectively deliver excellent board meeting minutes. Our list of board meeting tips will help you become a master of taking minutes, improve your minute taking skills and we have included a board meeting minute taking template with minute taking examples.
The practice of board meeting minute taking is one of the most underrated arts of the Company Secretary. To the uninitiated, it might appear to be a purely administrative role, but in fact, effective board meeting minute taking exercises a complex set of skills, mental agility and discernment to ensure that minutes are fit to fulfil their proper role in documenting the board’s activity. Taking minutes of board meetings are a requirement of the Companies Act and, as such, they represent a formal record. When taking board meeting minutes, the Company Secretary or other designated person is effectively acting as a corporate biographer, adding the next chapter to the company’s history. Board meeting minutes must be retained for a minimum period of 10 years; in practice, many are kept indefinitely.
7 Board Meeting Minute Taking Tips
Board meeting minutes are an important record of decisions taken and, increasingly, the information they include acts as a barometer for board director engagement and the level of challenge and scrutiny of critical decisions. Although they are primarily an internal record, meeting minutes can be cited as evidence should any legal action question the board’s processes and the proper discharge of its fiduciary duties.
Recently issued ICSA guidance describes the purpose of board minutes as being “to provide an accurate, impartial and balanced internal record of the business transacted at a meeting.” Fulfilling these criteria makes board minute taking a serious – and potentially quite daunting – task, but the good news is that it is a skill that can be learned with preparation and practice.
Meeting MinutesTip 1: Preparation and Use a Board Meeting Minutes Template
If this is the first time you’ve taken board meeting minutes for the organisation, it’s essential that you familiarise yourself with the company’s conventions for minutes by reviewing past examples and noting what is typically included. Different sectors have varying requirements for the level of detail in which issues are covered. Some organisations now permit the inclusion of directors’ names along with their input; some do not. Clarification regarding any areas in which you are unsure should be sought from the Chairman prior to the meeting.
You can get ahead of some of the more administrative aspects of minute-taking by preparing a board meeting minutes template in advance that includes the essential features, such as the company name; the time, date and location of the meeting; and the names of those expected to be present (which you can check off as the meeting convenes) and the details of those who cannot attend, including whether apologies have been received. If your organisation uses an online board management system, you can set up board meeting templates for each meeting, drawing in dates, attendee information and board agenda items automatically.
Want more information? Access your free board meeting minutes template here with an example
Meeting MinutesTip 2: Enlist the Chairman to Your Cause
One of the key skills required of an effective minute-taker is the ability to listen to several voices simultaneously and to distill the essence of the debate and its outcome for recording in the minutes. This takes experience and can be difficult to achieve during complex technical discussions and when multiple viewpoints are being aired. It can be very helpful to ask the Chairman as a matter of standard procedure to sum up his or her understanding of the conclusion that has been reached and the action points arising at the end of each item of business. These benefits board members too, as they can instantly clarify any points of contention, rather than waiting for their review of the minutes to raise issues.
Meeting Minutes Tip 3: ABC – Always Be Clear (and Concise)
Board meeting minutes should be concise, relevant and clear. Tempting though it may be to include high levels of detail for completeness, minutes should not become transcripts of the meeting. You must determine what issues are material and must be included, and what may safely be omitted.
Balancing out the need for brevity is the importance of including enough information to describe accurately how decisions have been reached so an outside reviewer could see the logic of the debate. If evidence has been drawn from board pack materials, then it is acceptable to reference those materials without fully describing their contents.
Avoid acronyms and jargon. The minutes should be comprehensible to readers from outside the organisation and should not contain obscure or esoteric words or phrases.
Meeting Minutes Tip 4: Assign Actions
The assignment of actions to committees is an important indication of board engagement and effectiveness. For this reason, every agenda item should conclude with a summary of the outcome of the discussion and the next steps. Incorporating a phrase at the end of each item, such as “the board agreed/noted/resolved”, followed by the outcome is a useful tool to lend structure to the minutes.
Actions should be assigned to the relevant stakeholders. If your company uses an electronic board management system, directors can be notified of the actions that are assigned to the committees that they serve on and follow-up notifications can be generated to increase engagement between meetings and help directors keep on top of their commitments.
Want to enhance your board minute taking? Access your board meeting minute taking kit here.
Meeting MinutesTip 5: Confident Clarification In The Board Meeting Minutes
It’s important that you have confidence in the status of your role and immediately clarify any points or decisions that may be unclear. ICSA suggests having a phrase, such as “Excuse me, just so I am clear for the minutes…” in your arsenal when the instance arises. It is well worth flagging any uncertainty at the point of decision to avoid any later confusion.
Meeting MinutesTip 6: Allocate Time After The Board Meeting To Draft The Minutes
The days of elegant shorthand are now mostly behind us, but you will still need to allocate time following the meeting to make your minutes review-ready. If you have electronic board meeting management software at your disposal, you should be able to reduce the amount of time required by inputting meeting minutes directly during the meeting, but you’ll still need to check them for sense and tighten them up before you circulate them to the board for approval.
Meeting MinutesTip 7: Graciously Defend Your Draft Minutes
It is the responsibility of the Company Secretary (or other nominated minute-taker) to take the minutes to the best of their ability, but it is the duty of the board to check them for accuracy. This can be particularly useful if the meeting covered highly technical issues, when you may be grateful for the input of directors who are experienced in that area. It’s helpful to circulate the minutes promptly after the meeting to avoid lapses in memory, but if a query is raised, be ready to consult your original notes and defend your understanding if you feel it necessary. Ultimately, the Chairman is the arbiter of any material disagreement.
Minute-taking is an important duty that needs focus and attention to detail. By employing the strategies above and leveraging technology where possible, you can ensure that your minutes are a worthy and useful addition to your organisation’s history.
Diligent’s Board Meeting Minutes Taking Software
The Governance Cloud, the only integrated modern governance solution that enables organisations to achieve best-in-class governance, is an ecosystem of software tools that digitises the various activities and tasks for the board of directors. As organisations grow more complex and regulations more stringent, the scope of governance responsibilities evolves. The Governance Cloud allows boards of directors to meet the demands in the boardroom and beyond with the ability to select the products they need that help them perform their best and work within their allotted budgets.
Governance leaders, executives and board directors rely on the industry-leading Diligent platform for the most secure and intuitive solution to board material management and collaboration. Diligent Boards electronically stores a board’s agendas, documents, annotations and discussions within a secure board portal.
Board directors are obligated to perform a host of varied duties and responsibilities. Diligent developed a suite of governance tools to help them fulfil their responsibilities accurately and efficiently. The Governance Cloud ecosystem of products includes:
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