04 November 2016 by Conor Ryan
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:
Top 10 things to remember when drafting minutes
ICSA has a range of resources designed to develop minute-taking skills and effectiveness, including a popular one-day training course, in-house skills development workshops and an accessible and practical handbook, as well as the new principles-based guidance which is free to all. https://www.icsa.org.uk/shop/books/effective-minute-taking https://www.icsa.org.uk/professional-development/training/training-courses/effective-minute-taking https://www.icsa.org.uk/knowledge/minutetaking