A Guide to Board Minute Taking

February 12, 2020

March 2, 2020



Minute taking – so what’s the problem?

Minute taking can be cumbersome and painful. BoardPro’s polling of  governance pain points over the past three years shows that over 76% of respondents rated ‘minute taking’ as a significant pain point.

“76% of respondents rated ‘minute taking’ as a significant pain point”

Minute takers for small medium enterprises (SME) and not-for-profit (NFP) organisations are often ‘first timers’ or inexperienced. Many of these organisations struggle to establish a good structure and fall into misconceptions such as needing to record the entire board conversation verbatim. Many of our clients have also asked for support on minute taking. As a result, we decided to run a monthly training tutorial on this topic, which is now one of our most popular live tutorials. This link below[1] takes you right to our help page and live sessions that we provide complimentary to users. Whilst we deliver training, we’re ongoing learners ourselves. We benefit from observing our client’s practices (when given permission to look) and draw from our own expert advisors such as Graeme Nahkies of BoardWorks International   This article covers  some of the main aspects of minute-taking and is based on one of Graeme’s own articles which we’ve adapted slightly and otherwise simply fleshed out with practical examples and links to related resources. Please note, however, that this commentary does not constitute legal advice. You should get specific legal advice if there is any uncertainty.

Why take minutes?

Minutes are the guard-rails that hold organisations accountable to decisions made by the organisations ultimate leadership body, the board of directors.   In most jurisdictions it is a legal requirement of incorporated bodies to keep a written record of the board’s decisions by way of minutes. In New Zealand for example, Schedule 3 of the New Zealand companies act[2] states the requirements to take official minutes of board meetings for registered companies.   For NFPs, the Incorporated Societies Act 1908[3] outlines the requirements of minute taking.   Minutes also serve as scrutiny should legal challenges come from internal or external parties. Case in point is the recent legal action and ruling against the directors of Mainzeal in New Zealand.   In a decisive victory for the Mainzeal liquidators, Justice Francis Cooke ordered the directors of the failed construction company, to pay $36 million to creditors.

The decision highlights the importance of directors focusing on the complex risks they may be facing and making sure they are spending adequate time in the boardroom mitigating that risk, It also highlights the complexity of some of these operational environments and the responsibility that comes with some of these governance roles. ~Kirsten Patterson, CEO, Institute of Directors.

What should be in the minutes?

  1. A Record of decisions and development of thinking. The minutes are not only a record of a board’s decisions but of the history and development of the board’s thinking about important matters. The more important something is, the more thorough the minutes with respect to it should be. Minutes should be written carefully but be balanced to ensure that they are neither too long nor too short. Legal advice has changed over the years. Once minimalist minutes (a record of decisions and not much else) were favoured. Today, more fulsome disclosure of a board’s thinking is considered appropriate.  Apart from decisions, the minutes should include just enough to record the most important ingredients in the board’s thinking. It is normally neither necessary nor advisable to note who said what.  The objective is to document the processes and outcomes
  2.  A Record of procedural matters. Minutes should be a record of procedural matters.  Therefore, the minutes should disclose that the meeting has been duly constituted (e.g. that a quorum of members was present; that prior minutes were approved, etc.) and adjourned and that applicable procedural steps have been taken.

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