ICSA – the Governance Institute in May 2016 issued a consultation paper on the practice of minuting meeting. Comments can be sent at policy@icsa.org.uk on or before 24th June 2016. This is beneficial to discuss international thoughts and development, particularly when we India discussion our Secretarial Standards on Board Meetings and Minuting.
“Taking minutes of meetings is administrative good practice. It creates a record of what has been agreed, and by whom; and of what is to be done, by when and by whom.”[1]
Board meetings are mostly unregulated by the UK Companies Act 2006 (CA 2006). Board meetings are an internal matter and therefore the conduct of board meetings is governed by the organisation’s constitutional documents. The only references to minutes are under section 248, which requires minutes of board meetings to be taken and kept for at least 10 years, and section 249 which stipulates that the minutes are evidence of the proceedings at the meeting, unless the contrary is proved. Minutes of board meetings form part of the company’s records and can be held as hard copies or in electronic format – but must be capable of being reproduced in hard copy form (see sections 1134 and 1135 of the CA 2006).
The company secretary is responsible to the chairman for the preparation and retention of minutes; the chairman and the other members of the board are responsible for confirming accuracy of minutes because the first item of business at the succeeding board meeting will usually be to approve the minutes of the last meeting.
All minutes should begin by recording the date, time and venue of the meeting, and how it was held (whether in person, by telephone etc.). They should record directors and other attendees present, and whether any were not present for the whole meeting, together with apologies from directors unable to attend. The list of directors present should demonstrate there was a quorum.
The company secretary will take notes at board meetings from which they will write up the minutes. Minutes can also form part of an external audit and a regulatory review, and may also be used in legal proceedings. When writing minutes, it is important to remember that a formal, permanent record is being created, which will form part of the ‘corporate memory’.
Minutes should give an accurate, balanced, impartial and objective record of the meeting, but they should also be reasonably concise. Courts will rely on them as being evidence unless proved otherwise. A decision of the board should be clearly minuted and the usual wording is ‘It was resolved that …’. Likewise board committees would note ‘It was agreed that …’
Minutes of board meetings in some sectors such as financial services have become more detailed and prescriptive in recent years due to increased regulatory oversight and the need to demonstrate appropriate challenge by individual directors.
Some organisations such as public bodies and regulators choose to provide complete transparency over their board meetings by publishing board papers and minutes on their websites. This level of transparency might result in confidential or ‘water cooler’ meetings held separately from board meetings to discuss matters and agree a position, before the matter is ‘discussed’ by the board and made public.
If, exceptionally, an error is discovered in minutes at a later date, the error should be agreed and minuted at a subsequent meeting and reference to this amendment should be noted on the original minutes.
ICSA – the Governance Institute has asked questions from stakeholders. A Copy of these question present here under. The consultation paper may be downloaded from “here”
List of questions
What do you believe to be the principal function of meeting minutes?
Are you aware of any other significant legal or regulatory requirements which we should specifically reference in guidance?
Do you agree with our position? If not, who do you believe should be responsible for the production of minutes?
Is there any other preliminary information that you believe should be included in board minutes?
Is it necessary to include legal boilerplate wording regarding the directors having considered conflicts of interest, the meeting being quorate etc.?
Is it your view that minutes should be written in ‘reported speech’?
What are your views on the recording of individuals’ names? Under what circumstances should this be done?
Should minutes be a verbatim record of the meeting?
Do you agree with the principle that minutes should document the reasons for the decision and include sufficient background information for future reference or for an absent board member to understand why the board has taken the decision that it has? How detailed does this need to be?
Should minutes include allocated actions with deadlines (where appropriate)?
Where papers are received for noting should the minutes indicate simply that the relevant report was received and noted unless there is additional discussion that needs to be recorded? If not, how should this be minuted?
Do you include copies of presentations or other papers presented to the board with the board minutes?
Should minutes be drafted in such a way as to facilitate regulatory oversight? If not, how can regulators satisfy themselves that the boards of regulated organisations are operating appropriately?
In your opinion, how significant are these risks? What can be done to mitigate them?
Is it appropriate that minutes prepared to address legal formalities are prepared in brief form unless there is material discussion which it is necessary to record?
How and in what circumstances do you believe dissenting views should be recorded?
Is it reasonable to say that in the overwhelming majority of cases all board decisions are reached by
consensus?
When the minutes are reviewed at the succeeding meeting of the board, is there always an opportunity for a director to correct errors and indicate dissent if appropriate?
What are your views on the publication of board minutes?
Do you believe that there are risks associated with publication and, if so, what might these be? Are these the same risks as those associated with responding to Freedom of Information requests and, if not, what are the differences?
Should the holding of unminuted or ‘informal’ board meetings where decisions are actually made be
discouraged? If so, how can this more effectively be done?
How do you believe conflicts of interest should be addressed in board minutes?
Should minutes be redacted when circulated to a conflicted director or, as a director, are they entitled to receive full minutes?
Do you agree with this analysis of the process for editing draft minutes? If not, how do you differ?
How do you deal with material events that arise between the board meeting and the review of minutes? Might these be noted in parentheses, for example?
How do you deal with requests from auditors to review board minutes?
How do you deal with requests from regulators to review board minutes?
Is there anyone else to whom you would grant access to board minutes, other than pursuant to a Court Order?
How long do you retain your notes of meetings, and why?
What are your views on the recording of board meetings?
How long should such recordings be retained?
Do you have any other observations on the minuting of meetings which might be helpful?
Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.
[1] Page 2, Consultation: the Practice of Minuting Meeting, May 2016, ICSI – The Governance Institute, Landon
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