Thoughts on Board Minutes By: Mark Rogers
The other day I caught a few minutes of one of my favorite movies of all time, Memphis Belle. It is the story of an American B-17 flight crew in World War II. During one scene in the movie the radio operator of a rookie flight crew asks the radio operator of the Memphis Belle about what he should be writing down in his radio log. The Memphis Belle radio operator responds: “write down everything at first; after awhile you’ll figure out what’s important.” It occurred to me, this is probably useful advice for corporate secretaries who are faced for the first time with the task of taking minutes for a board of directors meeting. Taking minutes for a boardroom meeting is an art, not a science. Nevertheless, they are an extremely important aspect of boardroom service. Here are some other thoughts on board minutes:
- Regardless of what type of board of directors you are (non-profit, private or public), it is preferable to have the minutes be taken by the corporate secretary as this is the individual who is responsible for the official documents of the company;
- If possible, appoint a lawyer to serve as the corporate secretary. Although it takes practice to master the craft of taking board minutes, that time can often be reduced if the person taking the minutes is an attorney. Most of these individuals have learned through their profession that when communicating in documents that could later be open to examination, word choice and brevity are paramount;
- Meeting minutes are one of those things that no one thinks about until something goes wrong and then everyone thinks about them. If something does goes wrong and the board is subject to scrutiny by a government agency or as part of civil litigation, the meeting minutes can become a critical piece of evidence that could either exonerate or demonstrate the liability of the board members;
- Attachments – if documents (financials, presentations, etc.) are referenced in the minutes, they should be attached to the minutes;
- Private and public companies should avoid the disclosure of sensitive business metrics in board minutes because the document could be included in the due diligence review of potential investors or acquirers (some of whom might even be competitors).
Boards need to do a better job of encouraging their directors to review meeting minutes as part of their board of directors’ responsibilities. The careful review of minutes for errors or inaccurate statements is consistent with corporate governance best practices.