The drafting of minutes at board meetings can pose a number of potential challenges for the minute taker.
Minute taking is usually undertaken by the company secretary or, where the company does not have a company secretary, by a designated minute taker.
In conjunction with our blog on setting the agenda to meetings, the information in this guide to effective minute taking might assist when preparing your own board minutes.
Prepare and Understand
Not all meetings are the same and it is best practice to prepare in advance in order to understand each meeting on an individual basis. For example, a company might use jargon and acronyms specific to its operations that are referenced throughout the meeting.
Although it is not essential to be an industry expert in the areas covered at the meeting, it is essential for the minute taker to review and understand the agenda in advance of the meeting, including related documentation.
Having an understanding of who is attending the meeting and their characteristics can also be a key component in managing the meeting, particularly if some members of the board are traditionally more vocal than others. In addition, it is also important to discuss the content of the meeting with the chairman prior to the meeting and build a close relationship with them in order to maximise the effectiveness of the meeting.
Meetings vary greatly depending on the organisation and may often include parties with strong views on certain matters. This may create disputes between parties over some aspects of the meeting. In such instances, it is important for the minute taker to remain impartial, neutral, objective, and to refrain from participating in any debates.
In general, meeting minutes must maintain a good balance between thorough commentary and succinct overviews on items discussed in the meeting. However, it is essential for the minute taker to establish the exact level of commentary required with the company in advance.
The Company might also have a template set of minutes in place in order to ensure consistency throughout the minutes of different meetings in respect of its level of formality, layout and style.
Effective minute taking requires good time management; both in the preparation as mentioned above and the writing of the minutes post-meeting.
To ensure the minutes of the meeting are as effective as possible, it is essential to write the minutes as soon as possible after the meeting has closed when the events of the meeting can be recollected accurately. For shorter meetings, it might be applicable to have the minutes circulated within 48 hours after the end of the meeting however this can vary depending on the complexity of the meeting.
If there are any clarifications required on the items discussed, these should be resolved during the meeting or if this is not possible, immediately after the meeting, either with (or in conjunction) with the chairperson.
ICSA has published a consultation on the practice of the recording of board meetings and has provided its position on certain aspects surrounding the recording of meeting minutes below:
- Organisations should appoint a qualified company secretary;
- The secretary is responsible to the chairman for the preparation and maintenance of minutes; and
- The chairman and other board members are also responsible for the accuracy of minutes through their approval at the next board meeting.
Amongst others, the consultation also establishes ICSA's thoughts on, and asks for opinion on, the following:
- The preliminary information that should always appear in minutes;
- If boilerplate on quorum and conflicts is required;
- The style of writing;
- How to determine the level of detail;
- The circumstances in which nonconforming views should be recorded; and
- Whether board minutes should be redacted when sent to a potentially conflicted director.
The consultation closes on 24 June 2016 and the ICSA plan to publish revised guidance once they have reviewed the comments received.