Leadership

The Art of Recording Board Meeting Minutes

The importance of accurate and thorough minutes of board meetings to good corporate governance cannot be understated. Meeting minutes serve as an impartial “witness” that a board is meeting its fiduciary obligations and employing a deliberative decisionmaking process.

In the second post of this five-part series of whitepapers designed to help Chief Governance Officers build a better governance framework, Joan Conley, Nasdaq Senior Vice President and Corporate Secretary, shares best practices for recording highquality board meeting minutes.

There is an art to taking board minutes, and this highly confidential task requires strong critical thinking skills and professional judgement to enable a minute taker to accomplish the following:

  • discern materiality and appropriate level of detail when recording the board’s deliberation of decisions and actions;
  • effectively distinguish between discussions about actions that trigger SEC Form 8-K reporting and approvals of those actions; and
  • understand what constitutes “privileged discussions” with legal counsel during board meetings.

There are numerous checklists available online from governance professional associations and law firms that detail “what” information to include in meeting minutes. The art of recording high-quality meeting minutes, however, lies in the “how,” as outlined below.

Download this whitepaper now to learn more.