Taking minutes of meetings is administrative good practice. It creates a record of what has been agreed, and by whom; and of what is to be done, by when and by whom.
For such a basic aspect of the administration of business of all kinds, it is surprising that there is relatively little formal guidance about how this might most effectively be done. As part of a general update of our guidance for members, ICSA: The Governance Institute had been looking at this area and were struck by the changes in practice that have developed over time.
Traditionally, company board meetings are the internal decision-making forum of the company and the proper purpose of minutes has been seen as a long-term internal record of those meetings, for the benefit of the board rather than for any third party. Increasingly, however, they are being seen to fulfil additional functions.
When we announced that we would be looking at this issue and asked for volunteers to help us do so we were overwhelmed by the response. More than 100 governance professionals from a variety of sectors indicated their willingness to help and their feedback has shown that there is a variety of practice both across sectors and the industry as a whole. In view of this interest and in view of the pace of development in company secretarial and governance practice, we have decided to seek input from those whose day to day work this is. This will ensure that our guidance on good practice reflects the reality of modern market practice on a cross-sectoral basis.
We are delighted by the interest shown in this important subject and would be very grateful for comments and responses to the questions that we have posed in this consultation document and any other comments on other issues relating to the minuting of meetings.