![]() ![]() While minutes often feature in-jokes about board performance (for example, ‘boards take minutes and waste hours’), they are no laughing matter. Download our minutes guide and word template Why Board Meeting Minutes Really Matter An example might be if an interested party withdraws from the meeting while a matter is discussed and resolved. This should be accompanied by a record of the action taken to manage or mitigate any conflicts of interest. ![]() Declarations of Conflicts of Interestįinally, declarations of directors’ interests (or of any other participant in the board's decision-making process) should be disclosed in the minutes. Documents which form an important part of the board's decision-making should be referenced or even attached. Proof of the extent to which directors adhered to good standards of practice may become important in some circumstances.īecause it is difficult to hold directors individually and collectively accountable when decision-making processes are either not in place or are ignored, process minutes encourage a higher level of accountability and protect both the board and its stakeholders. Minutes should also record that appropriate governance processes were observed. that a quorum of members was present that the minutes of your previous meeting were approved date and time of next meeting, etc.) and adjourned and that applicable procedural steps have been taken. Therefore, the minutes should disclose that the meeting has been duly constituted (e.g. A Record of Procedural Mattersīoard of directors’ minutes should be a record of procedural matters. The objective is to document key information, the processes and meeting outcomes. It is normally neither necessary nor advisable to note who said what during the meeting. Apart from decisions, the minutes should include just enough to record the most important ingredients in the board’s thinking. Today, more fulsome disclosure of a board’s thinking is considered appropriate. Once minimalist minutes (a record of decisions and not much else) were favoured. ![]() Board meeting minutes should be written carefully but be balanced to ensure that they are neither too long nor too short. The more important something is, the more thorough the minutes with respect to it should be. The meeting minutes are not only a record of a board’s decisions but of the history and development of the board’s thinking about important matters. What to include in meeting minutes? A Record of the Board Meeting & Key Decisions In most jurisdictions it is a legal requirement of incorporated bodies to keep a written record of the board’s decisions by way of meeting minutes. Why take board minutes?īoard meeting minutes are the guard-rails that hold organisations accountable to decisions made by the organisations’ ultimate leadership body, the board of directors. You should get specific legal advice if there is any uncertainty. Please note, however, that this commentary does not constitute legal advice. This article covers some of the main aspects of writing minutes and is based on one of Graeme’s own articles which we’ve adapted slightly and otherwise simply fleshed out with practical examples and links to related resources. We benefit from observing our client’s practices (when given permission to look) and draw from our own expert advisors such as Graeme Nahkies of BoardWorks. Whilst we deliver training, we’re ongoing learners ourselves. As a result, we decided to run a monthly training tutorial on this topic, which is now one of our most popular live tutorials. Many of our clients have also asked for a guide on how to take minutes. Many of these organisations struggle to establish a good structure and fall into misconceptions, such as needing to record the entire board meeting verbatim. Minute takers for Small-Medium Businesses and Not for Profit organisations are often ‘first timers’ or inexperienced. “76% of respondents rated ‘minute taking’ as a significant pain point”. BoardPro’s polling of governance pain points over the past three years shows that over 76% of respondents rated ‘minute taking’ as a significant pain point. Writing effective meeting minutes can be cumbersome and painful. Why you should care about the quality of your minutes ![]()
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