London, 19 September 2016 – ICSA: The Governance Institute has today issued new guidance about minute taking which recognises that minutes are as individual as the board to which they relate. The professional body for governance advises, however, that decisions as to format, style and content should be taken from a position of knowledge of the law and of regulatory and market practice as providing an accurate, impartial and balanced record of meetings is a deceptively difficult task.
“Taking minutes of meetings is administrative good practice,” says Dame Alison Carnwath, Chairman of Land Securities, in the guidance foreword. “It creates a record of what has been agreed, why and by whom; and of what is to be done, by when and by whom. But it is more than that. As the definitive record of its highest decision-making body, minutes are a key part of the collective history of an organisation. For all these reasons, it is crucial that the quality of those minutes is of the highest standard.”
The guidance, which is based upon discussions with experienced minute takers from both the corporate and not-for-profit sectors, highlights the following key points:
- The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting
- There is no ‘one-size fits all’ approach for minute writing and no ‘right way’ to draft minutes. Context is always important and each chairman and each board will have their own preference for minuting style. It is up to each individual organisation to decide how best its meetings should be recorded
- 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. 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
- 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
- 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
- Minutes should not be a verbatim record of the meeting
- Minutes should document the reasons for a decision and include sufficient background information for future reference
- Individual contributions should not normally be attributed by name, but this will be appropriate in some cases
- Draft minutes should be clearly marked as such and amendments to the draft minutes should be thought of as ‘enhancements’ rather than ‘corrections’
- The audio recording of board meetings or the publication of board minutes is not, generally, recommended. Any such recording should be deleted once the minutes have been approved.
“Good minuting is a deceptively difficult and time consuming task which is often undervalued,” says Peter Swabey, Policy and Research Director at ICSA: The Governance Institute. “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 far more than an administrative formality and organisations should always employ a properly qualified individual with the necessary skills to take minutes of board meetings.
“Good minute takers need to be 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; and identify which parts of the discussion are material and should be recorded. Too often minuting is left (at short notice) to junior members of staff without the appropriate experience or training, undermining their confidence to ask for clarification during the meeting or to stand firm when someone asks them to deviate from what they believe to be an accurate record.
“Given that 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, I would recommend that organisations develop a minute-taking policy or style guide to set conventions in terms of accurately recording what was done, not what was said, but with sufficient context to give assurance that it was done properly.”
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Notes to Editors:
- ICSA: The Governance Institute is the professional body for governance. We have members in all sectors and are required by our Royal Charter to lead ‘effective governance and efficient administration of commerce, industry and public affairs’. With 125 years’ experience, we work with regulators and policy makers to champion high standards of governance and provide qualifications, training and guidance.
Website: www.icsa.org.uk
