At the ICSA Annual Conference this year, Peter Swabey talked about a study the ICSA conducted in 2016 about minute-taking. 100 governance professionals responded with opinions and insights into what constitutes good minute-taking and the governance around it.
One of the responses, my personal favourite in the entire study, was about the purpose of Minutes.
‘They should be the single source of truth, and should be a complete, self-standingrecord (together with the papers). They should act as evidence of the meeting and as a record of those matters discussed/noted, concerns raised, decisions made and, where considered helpful, the rationale for those decisions, and demonstrate the directors acting in accordance with their duties under the Companies Act.’
As Peter said, good minuting is a deceptively difficult and a time consuming task, which is often undervalued , notably by directors. It is far more than an administrative formality. Listening to and documenting multiple voices is a tough job and so it is recommended that if the company secretary does actively take part in these meeting, to have a second person take minutes as well.
Accuracy of the Minutes is also not the sole responsibility of the company secretary. It is ICSA’s view that 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 their accuracy.
When it came to qualifications, the gist of most of the responses was, however, that it was the skills of the individual that mattered more rather than their specific qualification:
‘Whoever takes the minutes they should be an impartial, robust individual who is independent and dispassionate; has an understanding of the business; (and) an understanding of relevant legal and regulatory requirements, the responsibilities of the board, directors duties etc. Minutes need to have a business focussed approach, they need to be true, factual and accurate, and also clear and understandable.’
There is also no ‘one-size fits all’ approach for minute writing and no ‘right way to draft minutes’
When the respondents were asked about the traditional way of writing minutes in reported speech, most agreed that it was the right way. Although a few felt that it was outdated and took longer to write.
Whatever the style, the following should be clear from reading the minutes:
- If the board made a decision it should be clear why they did so, even to an third party.
- The minutes should tell us what was done not what was said, and more importantly: was it done properly.
- There should be a clear distinction between discussion and dissent, this may need additional context when finalising the minutes.
In summary, here are the three most important points you can take away from this article:
- Many people believe that their way is the right way. You know your organisation better than others, and each board will have their own preference for minuting style.
- Accuracy of the minutes is the responsibility of the entire board not just the company secretary.
- Don’t rush to draft good minutes.
And finally, as a Company Secretary, take time to build your reputation in the company. Don’t be afraid to talk to the Chairman before the board meeting about procedural topics.