Minutes

    What are Board Meeting Minutes?

    Meeting minutes are a record of what transpires during a board meeting.

    What Are Board Meeting Minutes?

    Meeting minutes are a record of what transpires during a board meeting, typically written by the corporate secretary, capturing the decisions, motions, and key deliberations that are associated with the items on a board meeting agenda. Meeting minutes also note the finer details of a board meeting, such as its date, time, location, attendees, and previous receipt of the agenda and background materials.

    After a board meeting concludes, meeting minutes are drafted by the corporate secretary, reviewed by the legal team and business leaders, circulated for approval among directors, and subsequently archived for future reference.

    While meeting minutes need not read as a transcript of every interaction, they should adequately document all aspects of the board meeting and serve as its legal record.

    What is the Purpose of Meeting Minutes?

    The purpose of meeting minutes is to serve as an impartial “witness” to ensure that a board is carrying out its fiduciary responsibilities and employing a deliberative decision-making process. Meeting minutes act as an official log of corporate deliberations and help facilitate an organization’s books and obligations. When necessary, meeting minutes may also serve as supporting documentation for compliance with governance, legal, and regulatory guidelines. Lastly, meeting minutes are often a reference point for directors who may be interested in revisiting the outcomes of agenda items that were previously covered during a board meeting—either because of their absence or as a refresher for future meetings.

     

    What Are the Benefits of Keeping Meeting Minutes?

    Keeping meeting minutes benefits boards by allowing them to maintain a legal record, inspire stakeholder confidence, support corporate governance and ESG goals, and create a point of reference for directors.

    Meeting minutes serve as an official record of board meeting activities and may be called upon during legal proceedings, audits, or regulatory reviews. Taking meeting minutes is a good governance practice that helps promotes corporate responsibility, as well as considers an organization’s legal and regulatory obligations.

    Keeping a record of meeting minutes may help inspire confidence in an organization’s governance abilities. Stakeholders may appreciate the clarity and continuity of consistent processes for the recordkeeping, approval, and storage of meeting minutes. Alternatively, inconsistencies in meeting minutes workflows may lead to questions about governance leadership.

    Meeting minutes also serve as a record of discussions and activities related to an organization's corporate governance and ESG efforts. In the current governance landscape, capturing a board’s ESG discussions is increasingly important to investors.

    Meeting minutes may be a reference point for directors who need a briefing of a board meeting’s events and deliberations. Reviewing meeting minutes is a best practice in preparing for upcoming board meetings so that previous discussions and actions are top of mind. Additionally, directors who missed a board meeting may review its meeting minutes to catch up on what transpired.

    How to Take Meeting Minutes

    Taking meeting minutes requires strong listening skills, critical thinking, and professional judgement to discern the appropriate level of materiality and detail that should be included. Here is a step-by-step guide for how to take meeting minutes:

    • Study before the board meeting. Intimate knowledge of the board meeting agenda, board books, supporting materials, and other key documents helps the corporate secretary follow the conversation and anticipate the discussion points, actions, and motions that should be recorded in the meeting minutes. In addition, meeting minutes from the previous board meeting should be revisited to aid preparedness.
    • Create a meeting minutes template. A robust meeting minutes template liberates corporate secretaries from transcribing basic information—such as attendance lists, date, time, and location—and allows them to focus on capturing important decisions, motions, and key deliberations. Language for proposed motions and board actions can be added to a template ahead of time, along with references to board documents. Leave large empty fields between template sections for taking meeting minutes. Corporate counsel may be able to assist in developing a meeting minutes template that meets internal needs. Board portal software allows corporate secretaries to create and save meeting minutes templates for recurring use.
    • Adhere to a consistent process. Board meeting minutes are essential to demonstrating accountability and disclosure to shareholders, employees, investors, and regulators. It is important that an organization and its corporate governance team follow a consistent format, timeline, and process for recording meeting minutes. Should meeting minutes fall under the scrutiny of litigation, a consistent approach is tangible evidence of a board’s intent to be accountable and transparent.
    • Sit close to the board chair. Sitting near the board chair creates an opportunity to easily communicate during the board meeting. The corporate secretary can quickly ask for clarifications or details from the chair without disrupting the flow of the board meeting. Gathering key details during the board meeting pays off, helping reduce the risk of inaccuracies and post-meeting back-and-forth.
    • Listen attentively. Attentive listening throughout the meeting is critical. Focus entirely on listening so that you may accurately capture information during the board meeting’s presentations, discussions, and Q&A sessions. It is also important to avoid distractions.
    • Record details. Although meeting minutes are highly customized and may vary across organizations, consider recording the basic details below as part of the process, using a professional objective tone. Record the presentations, discussions, deliberations, and approvals of any action items, discussion items, or informational reports presented at the board meeting. Reference the background materials provided to the board members in support of the items in the meeting minutes.
      1. Meeting Details. Record the date, time, and location of the board meeting. If there is an option to join the board meeting virtually, record connectivity details such as the URL, dial-in information, and a tech support phone number.
      2. Call to Order. Record the time that the board meeting was called to order and by whom.
      3. Roll Call. Record the names of the directors, presenters, and other participants in attendance, as well as who conducted roll call.
      4. Approval of Current Meeting Agenda. Record any proposals to modify the current meeting’s agenda items, including motions, votes, and outcomes.
      5. Approval of Previous Meeting Minutes. If the previous meeting minutes are pending approval, then record any amendments, corrections, or consents, along with their motions, votes, and outcomes.
      6. Sessions. Record any discussions, motions, or key deliberations associated with scheduled board meeting sessions. Sessions may include regular sessions, executive sessions, and chair sessions.
      7. Open Issues. Record any attempts at resolving open issues, as well as associated motions, votes, and outcomes.
      8. New Business. Record any introductions to new business, along with associated discussions and next steps.
      9. Adjournment. Record the time the meeting is adjourned, and the date and time of the next board meeting.
    • Track action items. Because board meeting minutes are meant to record motions, deliberations, and decisions of the board, consider tracking follow up tasks elsewhere — such as in a board portal. In connection with preparing meeting minutes, track each follow-up task, who is responsible, and the due date or meeting date for discussion. Circulate the follow-up task list to the meeting chair and those responsible for the tasks. This ensures action items are carried over from one board meeting to the next. A board portal can help facilitate the ownership and accountability of tasks between board meetings.
    • Draft the minutes promptly. Within a day or two of the meeting, set aside time to draft the meeting minutes. In drafting the meeting minutes, reference meeting notes, materials presented to the board prior to the meeting, and any additional meeting day materials. The editing process may take several rounds to accurately capture the board meeting’s discussions and action items.
    • Proofread. Board meeting minutes can be used to defend the board in legal proceedings, audits, or regulatory reviews. It is good practice to have experts review meeting minutes for quality and accuracy. Forward the drafted meeting minutes to the corporate counsel, a staff liaison, or internal auditor. Ask the team of experts to examine the meeting minutes through the lens of litigation to identify how information can be clarified or improved upon.
    • Distribute meeting minutes in a timely manner. It is a best practice to promptly distribute drafted meeting minutes to directors for review while the information is fresh. Because timely distribution can help build confidence in an organization’s corporate governance abilities and help preserve the integrity of meeting minutes, corporate secretaries may prefer the speed of a digital process — compared to paper-based mail or fax alternatives. Board portal software may be used to quickly distribute meeting minutes so that the corporate secretary’s time can be allocated to other priorities.
    • Keep security in mind. Confidentiality of meeting minutes is critical. Make sure that the process you choose for distributing meeting minutes accounts for security. Meeting minutes often contain sensitive board documents and information that cybercriminals may find valuable. Whether distributing meeting minutes through paper-based or digital processes, it is important to make sure that end-to-end security precautions are in place.

    Approve meeting minutes. Once meeting minutes have been distributed, it is time for directors to approve them. Approvals may come in the form of written signatures, e-signatures, or motions with unanimous consent at the beginning of the following board meeting. A digital solution, such as a board portal, can aggregate all meeting minutes and materials so that they may be reviewed and approved promptly. A board portal can also be used to send notifications to directors, reminding them when meeting minutes approvals are needed.

    Store meeting minutes and materials for future reference. After review and approval, meeting minutes and materials should be stored in an accessible place for future reference. Meeting minutes and materials may be revisited by directors for upcoming board meetings or used for legal or regulatory support. Keep in mind the appropriate level of security required for storing meeting minutes. Because meeting minutes often contain confidential information, it is important that they are recorded and saved in a repository built with multiple layers of security, such as application security, infrastructure security, process security, and physical and personnel security. A board portal helps bring accessibility and security to storing meeting minutes and materials.

    Final Tips for Taking Effective Meeting Minutes

    When taking meeting minutes, avoid these potential mistakes:

    Failing to establish consistency. A process for taking meeting minutes that lacks continuity runs the risk of being unclear. In the case of litigation, inconsistencies in taking meeting minutes may lead to greater scrutiny. A board may be asked about accountability if note taking procedures are not followed and documented on a regular basis.

    Not recording key action items and discussion points. After a board meeting takes place, there may be various follow up tasks, director to-do lists, and other action items that need to be completed. Since they aren’t typically included in meeting minutes, they can easily slip through the recording cracks. Without a proper process in place to note meeting minutes action items, it becomes difficult to track next steps and hold stakeholders accountable.

    Not reviewing meeting minutes for quality assurance. Since meeting minutes are maintained in corporate records and are legally binding documents, they may be requested during legal procedures, audits, or regulatory reviews. If the meeting minutes have not been reviewed by a team of experts, they may lack specific language needed to provide accuracy and clarity for legal and compliance agents.

    Board Meeting Minutes Example

    Meeting minutes are typically recorded under each board meeting agenda item, capturing its decisions, motions, and key deliberations. Common board meeting agenda items include a call to order, roll call, approval of current agenda, approval of previous meeting minutes, sessions, open issues, new business, and adjournment. Meeting minutes, for example, may record who called the meeting to order and conducted roll call, the directors in attendance, proposals to the current agenda or previous minutes, session discussions, resolutions to open issues, introductions to new business, the date and time of the next meeting, and the meeting adjournment time. Using a meeting minutes template can help with preparation so that the corporate secretary can focus on recording meeting matters rather than finer, time-consuming administrative details.

    Frequently Asked Questions About Meeting Minutes

    Meeting minutes should be signed by the corporate secretary and distributed for approval to the board of directors. Signatures and approvals are important to the authenticity of meeting minutes as a legal record. As an alternative to a signature, meeting minutes may be approved with a motion that obtains unanimous consent at the start of the next board meeting.

    Meeting minutes are used to record the decisions, motions, and key deliberations of the items on a board meeting agenda. They may be used as an official legal record or a point of reference for an organization and its board of directors.

    Meeting minutes are approved by directors after establishing that no further amendments or modifications are necessary. It helps for directors to approve meeting minutes immediately after a board meeting, while the information is fresh.

    An addendum, amendment, or modification may be added as a note to the original meeting minutes. Once added, the change to the meeting minutes must be distributed to, approved, and accepted by the board of directors.

    Meeting minutes can be sent using email, mail, or fax, or a board portal, which helps automate the process. A board portal also helps optimize workflows such as preparing, drafting, distributing, approving, and archiving meeting minutes.

    To help format meeting minutes, create and continue to leverage a template that includes sections for the meeting details, attendee lists, amendments to the current agenda or previous meeting minutes, resolutions to open issues, sessions, discussions about new business, adjournment, and next steps. Referencing board meeting minutes examples, like this one from Nasdaq Governance Solutions, may also help streamline the process. 

    Can Board Portal Software Help with Meeting Minutes?

    A board portal, like Nasdaq Boardvantage®, is a powerful tool for streamlining the process of preparing, drafting, distributing, approving, and archiving meeting minutes and materials. With relevant materials centrally located in a board portal, including meeting agendas, documents, and attendees lists, it may be easier and less time consuming to prepare and draft meeting minutes. Using a board portal to distribute meeting minutes drafts and coordinate their approval brings convenience and speed to an otherwise tedious or manual process. In terms of storage, a board portal serves as a repository with multiple layers of security and is helpful when archiving meeting minutes for future reference. A board portal may also help facilitate and assign meeting minutes action items, such as follow up tasks and director to-do lists, so that next steps are clearly tracked and outlined. Learn more about how Nasdaq Boardvantage can help manage key moments of a board meeting

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