Why Most Board Meeting Minutes are Wrong

Sunday, August 11, 2019

Taking minutes of meetings is easy and simple, right? Wrong! Very few people who find themselves in the position of being responsible for the minutes of meetings (usually the meeting secretary and chair) have had any formal training or induction to what minutes should include. So typically they just follow the same format of the minutes for the previous meetings – irrespective of whether they are good practice or (usually) not.

I love meetings, and the practice of good meetings, and keep abreast of what is evolving in this space. Most recently, a joint statement on board minutes was produced by and circulated to members of both the Australian Institute of Company Directors and Governance Institute Australia. I happen to be a member of both professional bodies, and was fascinated with the recommendations of best practice for board minutes.

There were some surprises in the recommendations, which represents how the law is evolving in this area and how important it is that directors, secretaries and chairs keep up to date. And it is not only boards of directors that should be aware of these changes, because if any committee, council or board faces a legal challenge to its decisions, then best practice will be your best defence.

While the entire document is well worth the read, especially if you are a meeting secretary (Click here to download and read), the following represents a very brief summary of some of the main points. It is also worth noting that the document includes a copy of the legal opinion used as the basis for the recommendations, which highlights the reasons for the recommendations.

  • Too much information can be as unhelpful as too little.
  • Include the key points of discussion and the broad reasons for decisions in the minutes.
  • Directors (and committee members) are balancing a number of competing risks and considerations in their decision-making, it is prudent to actively consider whether the minutes capture them adequately but succinctly.
  • It is appropriate for board minutes to refer to, without repeating, the contents of board papers and other supporting documents.
  • It is appropriate that the minutes record significant issues raised with management by directors and the responses received or action promised.
  • It is advisable for board (and committee) minutes to include any votes by directors against or abstaining. Minutes should record the reason the majority of directors where in favour notwithstanding dissenting views, and document those dissenting views.

There are some significant changes to the current practices of many organisations recommended, so it is worth reading the whole document to ensure your organisation is staying on top of best practice in your minutes. The Avondale Business School can help you with our minute taking practices, just contact Dr Warrick Long at [email protected] to discuss how.