Writing minutes can be a daunting, deceptively difficult and time-consuming task, yet people often find themselves called upon to take minutes, with little training or guidance to support them. Given their importance as the definitive record of an organisation's highest decision-making body – the board –, it is important to get them right. ICSA has produced new guidance, therefore, to help ensure that minutes are of the highest standard possible.
The proper purpose of minutes is to provide a formal, long-term internal record of board meetings for the benefit of an organisation rather than for any third party. However, changes in practice have developed over the years, namely the way in which these essentially internal records are increasingly subject to external scrutiny. Regardless of who will see the minutes, however, they need to create an accurate record of what has been agreed, why and by whom, and of what is to be done, by when and by whom.
The guidance, which covers amongst other things preliminary information; writing style; when it might be appropriate to name individuals; dissent; level of detail; approval; and the treatment of post-meeting developments, finds that there is no one-size-fits-all solution and that differences arise depending on the sector or type of organisation.
Context is always important and each chairman and board will have their own preferences for minuting style. Developing a minute-taking policy or style guide to set house conventions might be useful, but as a minimum, minutes should include the key points of discussion, decisions made and, where appropriate, the reasons for them and agreed actions, including a record of any delegated authority to act on behalf of the company. The minutes should be clear, concise and free from any ambiguity as they will serve as a source of contemporaneous evidence in any judicial or regulatory proceedings.
A highly skilled task
Too often minuting is left (at short notice) to a junior member of staff without the appropriate experience or training. Organisations should always employ a properly qualified individual to take minutes of board meetings; one who has the necessary skills. Wherever possible, the company secretary should be supported at the meeting by a suitably skilled minute taker if one is available.
Key skills include being able to:
- Listen to multiple voices at the same time and capture both their arguments and tone
- Summarise an argument accurately and record decisions taken and action points on which to follow up
- Identify which parts of the discussion are material and should be recorded
- Have the confidence to ask for clarification of any point from the chairman or another director during the meeting (and they should always do so if they are not clear what the final decision is)
- Have the confidence to stand firm when someone asks them to deviate from what they believe to be an accurate record.
Top 10 things to remember when drafting minutes
- The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting.
- It can take at least as long, often twice as long, to draft minutes as the meeting itself took.
- There is no one-size-fits-all approach for minute writing and no 'right way' to draft minutes.
- The degree of detail recorded will depend to a large extent on the needs of the organisation, the sector in which it operates, the requirements of any regulator and the working practices of the chairman, the board and the company secretary.
- Minutes should facilitate regulatory oversight, but this is not their primary purpose. Nonetheless, those drafting minutes should be mindful of regulatory needs. The well-written minutes of an effective board meeting should convey all the assurance that a regulator needs. NB: Minutes may be used to demonstrate that directors have fulfilled their statutory duties, in particular by evidencing appropriate challenge in order to hold the executive to account and by showing that issues of risk and both shareholder and stakeholder impact have been properly considered.
- 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.
- It is generally a good idea for the company secretary to discuss with the chairman before the meeting any relevant procedural issues and, perhaps most importantly, how they can best support the chairman.
- Minutes are normally written in 'reported speech' style in a past tense; they should not be a verbatim record of the meeting.
- Minutes should document the reasons for the decision and include sufficient background information for future reference – or, perhaps, for someone not at the meeting to understand why the board has taken the decision that it has. In simple terms, they should record what was done, not what was said but with sufficient context to give assurance that it was done properly.
- Draft minutes should be clearly marked as such and amendments to the draft minutes should be thought of as 'enhancements' rather than 'corrections'.
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.