ICSA: The Governance Institute’s latest guidance examines the crucial, yet often under-valued, task of minute taking
Taking minutes of meetings is administrative good practice. It creates a record of what has been agreed, why and by whom; and of what is to be done, by when and by whom.
It is therefore crucial that minutes are of the highest quality. Yet for such a basic aspect of the administration of organisations of all kinds, it is surprising that there is relatively little formal guidance about how the minutes of meetings might be most effectively taken.
Reviewing our guidance
As part of a general update of our guidance for members, ICSA: The Governance Institute has been looking at this area. During our review, we were struck by the changes in practice that have developed over recent years. In particular, the way in which these essentially internal records are increasingly subject to external scrutiny.
For example, the recent Treasury Select Committee review of the report into the failure of HBOS plc noted that, ‘board and committee minutes were frequently not sufficiently full to provide a definitive record of what happened, and in some cases are missing altogether’.
We sought to understand these changes through questions to a focus group at our annual conference and through a public consultation, issued in May 2016, to support our development of revised guidance.
We have been delighted by the response. More than 100 people attended our conference breakout session and we received 89 responses to our consultation. Working through all the responses to 31 questions has taken us some time and but we feel the results are worth the effort.
No right way
It is an enormous tribute to the importance of good governance that so many people, from so many sectors, were prepared to spend time contributing their views.
The insight that we have gained from them is really helpful, particularly in highlighting the similarities and contrasts between minuting in companies, especially financial services companies, and, for example, NHS entities.
Respondents to our consultation covered an enormous range of subjects and showed a similar range of practices, to which some of them are, clearly, fiercely committed. Some respondents favoured a highly prescriptive style of guidance and asked us to develop standard forms of language, although a number of others wanted to be left to minute as they see fit.
There is no ‘right way’ to draft minutes and this guidance should always be seen as principles based, offering suggestions that may be tailored to each organisation, rather than as prescriptive.
We do, however, believe that it is important that those who are unfamiliar with the minuting of meetings should have guidance about how issues that they may face could be addressed, what the risks of certain practices are and that they are warned of some of the pitfalls that they may encounter. That is the purpose of this guidance.
Top 20 lessons
Here are some of the highlights – what we regard as the top 20 lessons you have given us:
- The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting.
- Good minuting is a deceptively difficult and time consuming task which is often under-valued, notably by directors and senior executives who are not board members. More than one respondent to our consultation described it as an art. It is far more than an administrative formality.
- It can take at least as long, often twice as long, to draft minutes as the meeting itself took.
- There is no one-size-fits-all approach for minute writing and no ‘right way’ to draft minutes. Context is always important and each chairman and board will have their own preference for minuting style. It is up to each individual organisation to decide how best its meetings should be recorded.
- The degree of detail recorded will depend to a large extent on the needs of the organisation, the sector in which it operates, the requirements of any regulator and the working practices of the chairman, the board and the company secretary. As a minimum, however, we would expect minutes to include the key points of discussion, decisions made and, where appropriate, the reasons for them and agreed actions, including a record of any delegated authority to act on behalf of the company. The minutes should be clear, concise and free from any ambiguity as they will serve as a source of contemporaneous evidence in any judicial or regulatory proceedings.
- Minutes may also be used to demonstrate that the directors have fulfilled their statutory duties, in particular by evidencing appropriate challenge in order to hold the executive to account and by showing that issues of risk and both shareholder and stakeholder impact have been properly considered. Minutes should facilitate regulatory oversight, but this is not their primary purpose. Nonetheless, those drafting minutes should be mindful of regulatory needs. The well-written minutes of an effective board meeting should convey all the assurance that a regulator needs.
- The company secretary is responsible to the chairman for the preparation and retention of minutes; the chairman and the other members of the board are responsible for confirming their accuracy.
- Organisations should always employ a properly qualified individual to take minutes of board meetings; one who has the necessary skills. Too often minuting a meeting is left (at short notice) to a junior member of staff without the appropriate experience or training. Key skills of a good minute taker include being able to:
Listen to multiple voices at the same time and capture both their arguments and tone
Summarise an argument accurately and record decisions taken and action points on which to follow up
Identify which parts of the discussion are material and should be recorded
Have the confidence to ask for clarification of any point from the chairman or another director during the meeting (and they should always do so if they are not clear what the final decision is)
Have the confidence to stand firm when someone asks them to deviate from what they believe to be an accurate record.
- Wherever possible, the company secretary should be supported at the meeting by a suitably skilled minute taker if one is available.
- It is generally a good idea for the company secretary to discuss with the chairman before the meeting any relevant procedural issues and, perhaps most importantly, how they can best support the chairman.
- It may be helpful to develop a minute-taking policy or style guide to set the house style and conventions. This could be approved by the board.
- Minutes are normally written in ‘reported speech’ style in a past tense; they should not be a verbatim record of the meeting.
- Minutes should document the reasons for the decision and include sufficient background information for future reference – or, perhaps, for someone not at the meeting to understand why the board has taken the decision that it has. In simple terms, they should record what was done, not what was said but with sufficient context to give assurance that it was done properly.
- Individual contributions should not normally be attributed by name, but this will be appropriate in some cases.
- If board papers are received for noting and no decision is required then, unless there is material discussion that needs to be recorded, minutes should indicate that the relevant report was ‘received (or reviewed, if that is what happened) and its contents noted’.
- Draft minutes should be clearly marked as such and amendments to the draft minutes should be thought of as ‘enhancements’ rather than ‘corrections’.
- The audio recording of board meetings or the publication of board minutes is not, generally, recommended. Any such recording should be deleted once the minutes have been approved.
- Great care should be taken with the company secretary’s notes of the meeting, both in terms of content and retention. We recommend that they are destroyed once the minutes to which they relate have been approved.
- Minutes, as a board responsibility, should be included as part of the board evaluation process.
- The ICSA guidance includes detailed discussion of the usual preliminary information, including quorum and the treatment of conflicts of interest; the style of writing; when it might be appropriate to name individuals; dealing with dissent in the minutes; and the level of detail appropriate in minutes. It also addresses the approval of minutes; the treatment of post-meeting developments; and to whom.
Minute taking can be seen as a necessary yet thankless task, but as one respondent to our consultation asked: how many other people in an organisation get their work in front of the board as frequently and consistently as company secretaries?
Our new guidance, together with a feedback statement detailing the responses to the questions that we asked in our consultation, was published on 19 September and is available on the website.
The policy team at ICSA: The Governance Institute