On 25 May 2016, the Institute of Chartered Secretaries & Administrators (the "ICSA") initiated a consultation on the practice of minuting board meetings.
The ICSA sought respondents' views on:
- what the principal function of minutes should be;
- whether anyone else in addition to, or instead of, the company's secretary should be responsible for the production of minutes;
- what preliminary information and legal boilerplate wording (regarding directors' conflicts of interest, quorum, etc.) should be included in the minutes;
- the style of writing;
- the level of detail included in the minutes;
- the circumstances in which dissenting views should be recorded;
- whether the holding of information board meetings where decisions are actually made should be discouraged;
- whether minutes should be redacted when circulated to conflicted directors or directors who are not entitled to receive full minutes;
- the extent to which it is acceptable to edit approved minutes;
- how to deal with requests from regulators and auditors to review board minutes; and
- how long secretaries should retain notes of meetings. The consultation closed on 24 June 2016 and the ICSA expects to publish revised guidance in due course.
The consultation paper can be accessed here:
https://www.icsa.org.uk/assets/files/Policy/Consultations/Consultation-FINAL-16-05-23%281%29.pdf
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.