Board meeting minutes are a record of the meeting. Minutes are written by the Company Secretary (Co Sec), approved by the Board, signed by the Chair and filed as a Company Record.
Even though writing meeting minutes is not particularly enjoyable task they become an official and legal record of the meeting, so it’s important to get an accurate account of the discussions.
Keeping track of the minutes life cycle is extremely important. Mixing up versions can cause chaos, confusion and leave the directors legally vulnerable.
Meeting Minute Life Cycle
Skeleton minutes > draft minutes > draft CEO approved > draft Chairman approved > final Board approved > Chair signed
Skeleton minutes
Planning ahead and creating ‘skeleton’ minutes before the meeting can make minute writing less of a chore. Using a standard template record the meeting location, date, start time, attendees, agenda heading and draft minutes can assist in fleshing out the minutes.
Once the Board Pack has been issued to the directors the skeleton minutes can be drafted. Don’t start this process until after the papers have been issued as chances may occur and you have wasted time.
- Meeting location – Include the address of the meeting as well as meeting room name. If someone is attending by teleconference or video conference add this as well;
- Date/s – the meeting my be scheduled to run over more that one day, write the dates in full; and
Times – the time the meeting commences and concludes should be recorded in the time zone where the Chairman is present. - Attendees – When listing the attendees start with the Chairman first then all other non-executive directors (NEDs) in alphabetical order with their full name, no need to add Titles and Post Noms, then add the members of the Executive team stating their title, start with the CEO, then CFO and other Executives, then the Company Secretary. Next add presenters with position titles and leave a space for which item they attended;
- Agenda items – Using the final agenda add the titles exactly as they appear on the agenda and in the same order. If you know a presenter is attending for that item add their name in i.e. Mr Evans joined the meeting then at the end;
- Draft Minutes – using a copy of the final paper provided to the directors, add in any draft minutes. The Co Sec will amend this to reflect the discussions at the meeting.
Draft minutes
The Co Sec may use the skeleton minutes in the meeting to type the minutes directly in the document at the meeting. Alternatively they may write the minutes in long hand and use the skeleton minutes as a structure following the meeting.
The earlier the minutes are drafted the better as discussions are fresh in people’s minds. The Co Sec may need to seek out attendees/presenters to clarify discussions points especially if the subject was technical or there was over talking. Preferably the Chairman will summarise point for the minutes if this does happen. If the Co Sec needs to contact others to clarify points the Co Sec should ensure that what is recorded is an accurate representation of what occurred in the meeting rather than what someone wanted the outcome to be.
Draft CEO approved minutes
Within a week of the meeting the draft minutes should be ready for the CEO’s review. Once the CEO has reviewed, amended and confirmed the draft minutes can be sent to the Chair for approval and any actions arising can be sent to relevant parties. This email should be kept for future reference, if a dispute over version control arises.
Draft Chair approve minutes
The Co Sec will send the minutes to the Chair advising they have CEO approval and once reviewed the Chair will approve by email. This email should be kept for future reference, if a dispute over version control arises.
Draft Chair approved minutes sent to the directors
Following the Chair and CEO approval of the minutes the Co Sec will issue to draft minutes to the directors requesting they review and confirm if there are any amendments. This allows the directors the opportunity to bring up points they do not agree with when the meeting is still fresh in their mind rather than waiting for the next meeting which may be 2 months away to make a comment.
Final draft minutes
The final draft minutes will be included in the board pack for the meeting of directors. At the commencement of the meeting the directors will have an opportunity to raise any points and request any changes to the minutes formally. Once the direcotrs have confirmed the minutes are a true and correct record of the meeting the Chair will sign the final minutes.
Final minutes
Once the minutes are signed the wet signature copy should be:
- Photocopied and placed into the front of the Co Sec’s board pack;
- Scanned and saved electronically; and
- Filed in the Company’s minute book.
Each year a word document should created to capture the final minutes of the meetings for that year. This will help in the future when you need to search for the wording and easily extract the specific minutes.
Destroying draft minutes
Once the Chair has signed the minutes all draft copies should be destroyed.