Taking minutes at board meetings is an important responsibility. Board meetings are high-profile events in the corporate calendar and the minutes of the meeting form part of the company’s official legal record; if necessary, they can be admissible as evidence in a court of law. Taking minutes at board meetings is required for companies regulated under the Companies Act 2006.
Board meeting minutes fulfil several other essential functions:
- Provide key reference points for the organisation when monitoring progress
- Are a source of information for key stakeholders
- Can help inform board evaluation exercises
- Can indicate the level of individual director engagement and contribution to discussions
To fulfil these functions, they need to provide an accurate and impartial picture of what happened at the meeting, recording who participated, how decisions were reached and the outcomes of votes and resolutions. Given the gravity attached to board meeting minutes, it is understandable that a first-time minute-taker may feel apprehensive. However, with the right preparation and a structured approach, taking good meeting minutes will soon become second nature.
The Art and Science of Taking Meeting Minutes
Recording good board meeting minutes is part art, part science. On the scientific side, the secretary can make use of helpful technology such as meeting minutes software with templates that provide a structure to follow and ensure consistency. The art of taking good minutes, however, is knowing what to include and what to leave out.
It is important to note that board meeting minutes are not intended to be a transcript of every word spoken at the meeting. If this were the case, much of the free-flowing debate and challenge that is a feature of effective board operations might be stifled, as directors may be unwilling to have their views and ideas recorded verbatim. This is one of the reasons that it is rare to see companies making video and audio recordings of their board meeting. Minutes, instead, are designed to capture the essence of the discussion and the decisions reached as a result, so anyone reading them can see what happened at a glance.
Before the Meeting: Preparation and Familiarisation
Good meeting minutes start well before the meeting itself. Minute-takers should familiarise themselves with the preferred format and layout of the organisation’s previous minutes as there should be consistency between the minutes of different meetings, even if the secretary has changed in the interim.
Create a template to enter minutes into. If you have meeting minutes software built into a board portal such as Diligent, you should be able to create a minutes template that draws in vital information such as meeting dates, attendees and agenda items automatically.
If you are unfamiliar with the directors, perhaps it is the first time you have taken minutes for this board, it is a good idea to find out what they look like before the meeting. That way, you can be sure that you are attributing the right discussion points and votes to the right director.
During the Meeting: Getting All the Key Information
If you have prepared a template in advance, you should have a good structure around which to write your minutes. At the start of the meeting there are formalities to be observed, which must be recorded. Standard meeting minutes should include:
- Venue, or platform if the meeting is being held virtually
- Start time
- Participants and apologies for non-attendance (and if the meeting is part-virtual, part in-person, recording who is attending virtually)
- Correction and amendments to previous minutes and whether the board approves them
- Agenda changes
- Confirmation that a quorum is present for voting purposes
Once these points have been covered, the main business of the meeting can commence and should proceed in the order indicated on the agenda. Again, these items can be entered into a template before the meeting so that you can focus on capturing the essence of the proceedings, rather than spend time writing headings.
When you are summarising discussions, it is important to use neutral language and take a formal approach. Minutes should be written in the past tense and third person. Statements should not be written verbatim, but the general points of the debate noted. If you miss a point or are uncertain of the precise wording of a motion, ask the chair to clarify it. For this reason, it can be useful to sit close to the chair so you can ask questions without disrupting the meeting.
It is useful to have some key phrases to hand for the procedural elements of the meeting, such as voting. ICSA: The Governance Institute, in its guidance on minute taking, recommends that the conventional phrase: “It was resolved that…” should be included when recording a decision. For committee recommendations the format is: “It was agreed that…”
When actions are decided, these should be minuted and the director responsible for undertaking them listed alongside. Meeting minutes software allows actions to be digitally assigned to directors and these can be subsequently tracked, with reminders sent to encourage progress, if necessary. This is a neat advantage of using a digital minutes solution that adds value to the minutes as a corporate document.
Once each agenda item has been discussed and all votes and resolutions conducted, the meeting will be adjourned. At this point, the minute-taker should note the time the meeting ended.
After the Meeting: Write Up Minutes Promptly
Once the meeting is over, it is important to write up the minutes within a reasonable timeframe, so the details are still familiar. Bear in mind that, should a director challenge the minutes at the next board meeting, you need to be confident that they are accurate, and that confidence is easier to achieve if you write them up straight away.
The amount of time it takes to write up board meeting minutes depends somewhat on how good your template is and your skill at writing notes during the meeting itself. If you have populated your minutes template and taken good notes, there may be just some checking and tidying up required. If your notes are less organised, you may need to devote more time. That said, even experienced meeting minute-takers recognise that good meeting minutes take time and should not be rushed.
Ultimately, the final version of the minutes should give a clear, concise picture of what happened in the meeting, what was decided and the actions to be taken. An outsider reading the minutes should be able to easily understand the direction the board is taking.
Agree, Store and Share Minutes Safely
Once the draft minutes are complete, they should be shared with the board chair to verify that they are accurate and make any amends. Again, this is best accomplished within a few days of the meeting, while it is fresh in mind for the chair, too.
After the chair has approved the minutes, they are usually included as an item for agreement by directors in the following meeting. Alternatively, if you are using a board portal, they can be circulated and approved electronically, which reduces the time needed to complete the minute-taking process.
Once the minutes are finalised, the final action is to ensure that they are stored safely for future reference. The Companies Act stipulates that minutes must be kept for a minimum of ten years, which is something that used to be accomplished with dusty filing cabinets kept under lock and key. Today’s digital equivalent is a central repository for board materials, such as a secure board portal. Organisations should avoid storing historical meeting minutes on personal hard drives or proprietary company systems as these can be vulnerable to personnel changes and network disruption. A secure portal ensures that they are always accessible to the authorised parties but protected at the same time.
Taking board meeting minutes is a skill that develops over time. Novice minute-takers should aim to build structure around their approach and follow the steps above so that they make an effective and useful contribution to the corporate record of the organisation that they serve.
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