Recording meetings (minute taking)

Most meetings boards and committees use minutes to record conversation, discussion and decisions. The Companies Act requires ‘minutes of all proceedings at meetings of directors to be recorded’ and retained for a minimum of 10 years. Once approved and signed, the minutes are evidence of the proceedings in the meeting.

The Chartered Governance Institute’s Minute Taking guidance, summarised below, is a helpful resource.

Effective minute taking

Good minute taking is an art. The task of writing up minutes, creating a concise, succinct, accurate account of key meeting outcomes can take as long, if not longer, as a meeting itself.

No one-size-fits-all approach can be adopted for minute taking. Context is always important and each chair and each 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 purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting. The degree of detail recorded will depend to a large extent on the needs of the organisation, the sector in which it operates and the requirements of any regulator, and on the working practices of the chair, the board and the company secretary or other governance lead. 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 or trustees have fulfilled their statutory duties, in particular by evidencing due diligence in decision making and appropriate challenge in order to hold the executive to account, and by showing that issues of risk and stakeholder impact have been properly considered. To an increasing degree, minutes are being prepared for external as well as internal consumption and focus on this aspect of the role of the board.

For example, a charity, public sector organisation or an organisation otherwise in receipt of public funds may focus more on ensuring that there is clear accountability visible through the minutes, in some cases having consideration of the fact that the minutes will be in the public domain.

In the sports sector in particular, minutes have become much more fulsome in content, documenting both the decisions and discussion that led to them. They are used to demonstrate good governance, a robust decision-making process as well as engagement and appropriate challenge.

In short, the purpose of minutes – and consequently their style, content and structure – will vary. These differences are not a bad thing. However, deviations from common practice, particularly for the relevant type of organisation, should be made on the basis of an informed understanding of the associated risks. A key purpose of this section is to help with that thought process.

As the professional body responsible for encouraging good governance, The Chartered Governance Institute advises that organisations appoint a formally qualified individual to take minutes of board meetings. Some organisations are too small to have a separate governance/company secretary role. This is acceptable, provided that the person fulfilling the minute-taking role 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 where needed
• have the confidence to stand firm when someone asks them to deviate from what they believe to be an accurate record

It is not easy to take minutes whilst participating fully in a meeting. Wherever possible, the company secretary or governance lead should be supported at the meeting by a suitably skilled minute taker, if one with the necessary skills is available. This enables the company secretary or governance lead to focus on the discussion and contribute as appropriate. Such arrangements should be discussed and agreed with the chair.

Information that should be contained in almost all board minutes includes:

• the company/organisation name in full
• the date, time and venue where the meeting was held
• the mechanism by which it was held (i.e. in person, by telephone, video conferencing, )
• the names of board members and other attendees present, identifying the chair and secretary, and whether anyone was not present for the whole meeting
• apologies – those who have informed the meeting that they would be absent
• absences – those who are not present but who have not given apologies nor have their apologies been accepted
• clear distinction between those board members attending in person, those attending remotely (and how they are doing so), those attending as an alternate and those who are not board members but are in attendance at the meeting
• the person chairing the meeting
• confirmation that the meeting was quorate
• declarations of interest
• formal approval of the previous meeting’s minutes
• matters arising from the minutes
• items of business
• any other business

Other information which may be worth considering includes:

• the company number (especially for subsidiary companies, where there can be a risk of confusion if there is a history of name changes)
• the role, job title and (if applicable) company name of those in attendance
• the location of any board members who are attending the meeting remotely (important for companies that need to demonstrate the whereabouts of management and control for tax reasons)
• the time zone of the meeting start time, if board members are dialling in from other time zones
• whether the meeting is ‘standard’ or ‘ad hoc’ and outside the normal timetable