In general terms Minutes are a record of Board discussion and decision. They can be used to defend a Board in legal proceedings, explain Board action to an organisation’s Members / Shareholders and act as a tool to inform future Board Members.
Effective Minutes are far more than recording complete and accurate notes of a Meeting. The Minute taker must follow multiple guidelines, plan ahead and exercise judgment about what is recorded.
CAPTURING CRITICAL MEETING OUTCOMES
Irrespective of how good a Director’s memory may be, they will benefit from a detailed recap of every Board Meeting that they attend.
In short, Board Meeting Minutes should include all actions considered by the Board, the Motions that were made, and whether or not these Motions were approved. At Governance House, we also believe it is important to capture the key elements of discussion / debate leading up to a decision, including consideration of inherent risks, prior to arriving at an informed decision.
WHAT EXACTLY DO EFFECTIVE MINUTES INCLUDE?
• Meeting opening and closing times;
• Attendance (including late arrivals, early departures or the time at which a participant enters or leaves the meeting room);
• Approval of prior Meeting Minutes;
• Review of “matters arising” – that is, anything discussed in a previous meeting that has not yet been resolved;
• Discussion of “new business” – i.e. new items requiring the attention of the Board;
• A record of all Motions and Resolutions;
• Actions Arising at the Meeting;
• Next Meeting date;
• Provision for signature by the next Meeting Chair.
The above list is not exhaustive. At Governance House we work with our client’s to create a Minute Template that satisfies both best practice corporate governance and the individual requirements of the governing body.
Minutes are an extremely important corporate record as once approved by the Board, they become legally binding documents. Thus, while Minutes may often seem of minimal importance, they remain an essential component of Board Meeting success.
If you are struggling to juggle meeting attendance and participation, would like to alleviate an internal impost on resources or simply need help in Minute taking, please contact the Governance House team to discuss how we can help!