Take a Minute to Read New ICSA Guidance
The ICSA released new guidance on taking minutes this month after an extensive review in order to give those with less experience some insight into the practice
During the review, the ICSA found that minute- taking is a deceptively onerous process that often
goes unnoticed and undervalued, but it is a crucial part of good governance and therefore needs to be done – and done right.
Minutes are useful for detailing future plans, noting progress and most importantly, they are a legal record of board meetings. Good minutes are impartial and balanced, providing sufficient background information for why decisions were made for future reference, or to inform those not present at the meeting. The ICSA points out minutes are ‘to record what was done, not what was said, but with sufficient context to give assurance that it was done properly.’ Minutes are useful in demonstrating that directors have fulfilled their duties and ‘by showing that issues of risk and both shareholder and stakeholder impact have been properly considered.’
The ICSA found that there is no correct way to record minutes and each business should tailor its own to suit its needs depending on its sector, regulatory requirements and so on, however, there is a minimum amount of information that should be included:
- Date and time
- Names of attendees and absentees
- Amendments to previous meeting
- Decisions made about each discussion point including:
- next steps
- voting outcomes
- motions taken
- items to be carried over
- Date of next meeting
Since minutes are an official, legal record of board meetings, information is assumed correct. It’s therefore important to be as clear as possible, objective and without inflammatory language or personal opinions. The ICSA recommends reported rather than direct speech, which is clear, concise and without ambiguity. If there are arguments or lengthy objections, be sure to summarise them.
When it comes to naming directors individually, the ICSA says this is only necessary on certain occasions such as if he or she raises an issue of conflict or abstains from a vote, but naming names is a matter of judgement. The risk with naming individuals is that the board may be less accountable as a whole. The person taking the minutes must remember that they are acting in the best interests of the company, not individual directors and minute-taking must reflect this.
The ICSA recommends that minutes are taken by a ‘properly qualified individual’ rather than a junior member of staff who does not possess the skills or experience necessary to take minutes. They note that ‘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.’ This means that everybody on the board needs to pay attention to the minutes and treat them like any other legal document.
Skills of a good minute-taker include being able to:
- Listen to multiple voices at once and capture their arguments and tone
- Identify which parts of a discussion should be recorded
- Summarise an argument accurately and record decisions and action points
- Ask for clarification
- Not deviate if someone asks them to record something different to what they believe is accurate
The ICSA does not believe that conflicts of interest should be mentioned at the start of each meeting, though if one is it should be minuted.
It is worthwhile to have someone present whose only focus is that of taking minutes. We are able to attend meetings and our minutes are version-controlled, quality checked and presented for your approval within five working days. We also include an action list to keep track of any action items arising from the meeting and can provide updates to ensure a comprehensive action list is ready for your next meeting.