The format of the first board meeting minutes must be concise, accurate and presented in an accessible format so that they form a true record of the process by which board decisions are taken. Board meeting minutes may be admissible as evidence in legal proceedings or as part of a regulatory review, so it’s important that they can withstand scrutiny; poor minute-taking could become a corporate liability. The Company Secretary plays a pivotal role in administering the activities of Boards in UK public and private organisations. Among the Company Secretary’s many duties, a key aspect is ensuring that board meeting minutes are taken effectively.
Board meeting minutes – a growing burden for Company Secretaries
A Company Secretary has many demands on their time, and with the number of Board meetings per annum tending to increase annually in UK companies, the administrative burden of recording board meeting minutes is growing. Research from the Institute of Chartered Secretaries and Administrators (ICSA) found that it can take even experienced minute-writers between two and three times as long as the duration of the original meeting itself to draft the minutes. Once the board meeting minutes have been drafted, the process for editing and circulating them can be cumbersome and time-consuming, further adding to the workload.
How to Write Board Meeting Minutes?
Here are some minute taking tips that should be considered when writing board meeting and how company secretarial software help to ease the burden.
Tip 1. Recording the preliminary information
The style of meeting minutes may vary depending on the organisation, the sector and the preferences of the Chairman of the Board. However, there are key elements that should be common to all and that lend themselves to a template approach that can save time for Company Secretaries.
All meeting minutes should include preliminary information showing the date, time and location of the meeting. As the meeting convenes, the Company Secretary should note who is in attendance and record any apologies for absence that have been received. If directors are calling in remotely, this should be noted. The preliminary information should also confirm that the meeting was properly called, with sufficient notice given to expected attendees. All directors should acknowledge timely receipt of the board packet. Company secretarial software allows this information to be drawn automatically into a board meeting minute template, reducing the time and effort required to add preliminary information to the minutes.
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Tip 2. The core material – working down the board meeting agenda
The main meeting minutes should form an accurate record of the meeting that would be intelligible to someone who did not attend. This means they should progress logically through the published board meeting agenda. The easiest way to set up this structure is to prepare a meeting template with headings for each agenda item – something that can be done automatically using meeting minute software. Once the structure is in place, it is straightforward to record the relevant minutes in the right location, so they flow correctly.
It’s important to consider how much detail should be included in the meeting minutes. While it should not be a transcript of the discussion, it must capture the relevant points in order to show that the board has demonstrated robust governance, engagement and challenge. The minutes should give enough information to indicate why a decision has been reached. This has grown more important over recent years as board meeting minutes have come under scrutiny in cases where companies have failed in areas of governance and compliance. Therefore, minutes now tend to contain more detail than they might previously have done. It’s the responsibility of the Company Secretary to determine the balance between sufficient detail and necessary brevity and apply it consistently across the minutes.
If a conflict of interest means that a director cannot take part in discussing a particular agenda item, the minutes should indicate that they have left the room and note the point at which they return.
Tip 3. Dealing with dissent and naming names
Formal dissent among directors must be added to the minutes. This is particularly important in the case of any future review of Board performance on an issue that was discussed. The Company Secretary should clarify with a dissenting director whether they wish their disagreement with the decision to be formally recorded as part of the minutes. This links to another issue – that of naming individual directors in meeting minutes. ICSA’s recent review found that practice here is changing. Where, previously, it was not generally accepted to attribute contributions to individual directors, an increasing focus on demonstrating director engagement and effectiveness means that naming individuals in the minutes is becoming more common.
At the end of each agenda item, it is good practice to include a standard phrase introducing the final decision that relates to that item. This acts as a useful signpost for readers and assists with the flow of the minutes. If the discussion has been wide-ranging and technical, it can be helpful at this point for the Company Secretary to ask the Chairman of the Board to sum up their understanding of the discussion and to articulate the decision. The Chairman’s words form the basis of the minuted decision.
Tip 4. The next steps – assigning meeting actions and following up
A Board meeting of engaged directors should generate plenty of actions. These must be recorded next to the relevant agenda items and assigned to the director concerned. Meeting minute software can save Company Secretaries time by assigning actions to directors with one click. The director is then notified automatically and can be digitally reminded of their action, if necessary. This helps busy directors to keep on top of their agreed-upon commitments.
Tip 5. After the meeting – drafting timely board minutes
Once the meeting is over, the Company Secretary needs to complete the minutes and circulate them for review with the Chairman and directors. Ideally, this will take place while the meeting is fresh in the minds of attendees. If the minutes have been entered directly into meeting minute software, the timeframe for this is typically much reduced, as the draft minutes can be easily exported to Microsoft Word.
With the burden on Company Secretaries increasing, taking advantage of automated meeting minute software saves time and streamlines the process from start to finish. This effectively covers preliminary information, agenda structure, dissenting voices, decisions and next actions. Automated meeting minute software ensures that minutes are concise, accurate and well-presented, and that they form a true record of the process by which important board decisions are taken.
Governance Cloud supports board meeting minutes
The Governance Cloud, the only integrated enterprise governance management 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 at their best and work within their allotted budgets.
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:
- Diligent Boards
- Conflict of Interest forms (pre-filled forms)
- Board Assessment Tools
- Resolutions and voting
- Diligent Messenger
- Diligent Minutes
- Insights (curated content and videos)
- Entity Management
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.
Company secretaries and board members can use the board portal to put together board meeting documents in minutes. The board portal also has designated virtual rooms for committee work. Administrators of the board portal can designate permissions for users to access various areas of the portal to avoid unnecessary problems with confidentiality. The “Manage Meetings” feature consolidates board directors’ contacts, calendars and the logistics of meetings. The program is a secure and intuitive solution for managing board collaboration.
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