GOOD MEETING MINUTES ADD VALUE:
The word “Minutes” comes from the Latin word for small. Minutes are a small (minimal) account of what happened. They should reflect the agenda and the agenda should include the approval of the previous meeting’s minutes. Great minutes of a Board meeting serves to hold Management accountable for action, provides group memory of the matters then under review and a reliable record of the matters that transpired. Minutes are important for several reasons and can and have been subpoenaed and used as evidence in commercial litigation and to mediate shareholder disputes. Minutes can also be requested at any time by a shareholder of a publicly listed company or by the External Auditor of the Company.
OWNERSHIP:
The ownership of the Minutes belong to the Board (not the Chairman
or the minute-taker) and it is the Board that is collectively responsible for its contents. Minutes should be reviewed, amended, where necessary for accuracy, thereafter, formally approved by the Board and signed off by the Chairman of the Board of that meeting.
Signed minutes must be retained digitally (on a secure platform) as well as hard copies retained securely by the Company Secretary.
THE SIX “C”‘S FOR GOOD MINUTE-TAKING:
Are clarity, coherence, conciseness, consistency, completeness and correctness.
These six “C” s are a useful guide to keep in mind when preparing and reviewing draft minutes:
1 – CLARITY:
Minutes should be clear. Ideally, sentences should deal with single topics and each paragraph conveys clear message. The reader should not need to make assumptions or read between the lines to understand the discussion or decision.
2 – COHERENCE:
A coherent minute is one that is written logically and with a consistent tone and flow and with all ancillary points linked to the main topic. Discussions at meetings can often get side tracked to other unrelated topics. If these are not part of the meeting, then there is no need to record them, thus these discussions are not for the minutes.
3 – CONCISENESS:
Minutes should be a concise record of the meeting. When writing the minutes, it is good to keep in mind whether or not what was said makes any difference to the overall discussions and whether it will add anything to the reader of the minutes in a month or a year or more. If the answer is no, then it can safely be left out.
4 – CONSISTENCY:
Minutes that are written in a consistent style and tone will be much easier to read and be understood. Consistency makes the reading and understanding of the minutes in the context of previous or subsequent meetings much easier.
5 – COMPLETENESS:
Each section of the minutes should be complete showing the discussion and the decision reached. During the meeting, it may not always be clear what the result of the discussion has been, and the Company Secretary should always seek clarification from the chair of the meeting.
6 – CORRECTNESS:
Minutes that are correct in terms of language, technical terms, grammar and spelling will be much easier to understand and allow the reader to concentrate on the meaning of the message rather than the message itself.