Nasdaq Governance Solutions is committed to enabling companies of all sizes and people of all backgrounds to come together and prosper. When it comes to board meetings, creating and maintaining a record of minutes is an essential good governance practice.
Meeting minutes serve as an impartial “witness” that a board is carrying out its fiduciary responsibilities and employing a deliberative decision-making process. They facilitate the books and record obligations of a company.
In this article, we will highlight key takeaways on meeting minutes and share a simple template that you can utilize.
1. Treat Minutes as Legal Record
While board meeting minutes need not read as a transcript of every interaction, they should be thorough and treated as legal record. Minutes may become important when it comes to legal proceedings, an audit, or regulatory review. It is a best practice to circulate minutes to presenters, counsel, committees, and the board chair for feedback.
2. Utilize a Template
A template increases efficiency by allowing the corporate secretary to focus on important items, such as capturing decisions, motions, and key deliberations. Prepare a template in advance to get finer details out of the way. Once you develop a template, the meeting’s substance takes center stage.
3. Leverage a Board Portal Software
A board portal, like Nasdaq Boardvantage®, is a valuable tool for streamlining meeting minutes. Portals allow for the quick distribution of draft minutes for final approval while memories are fresh. Once distributed, they can facilitate a speedy sign-off and store approved minutes in a central location for future reference.
4. Additional Tips
- Review materials and previous meeting minutes prior to the meeting so that you're prepared
- Sit near the board chair so that you may discreetly ask for clarifications without disrupting the meeting
- Keep track of action items and their respective owners in a spreadsheet outside of the minutes template
- Adhere to consistent recording and distributing processes for transparency among stakeholders