A company’s success and viability often lies in the ability of its board of directors to take the right decisions at the right time, even during a crisis. Producing and distributing minutes is a guarantee of board compliance and transparency, so taking notes and drawing up minutes are essential for effective board meetings. These are not very popular tasks, but they can be made easier with new technology.
What are minutes?
The minutes are a written document tracking the discussions and decisions made at the Board meeting. They provide participants and absent members with a formal account of what happened at the meeting.
It is very important to know how to write minutes correctly, as this document is considered official by the courts, auditors and all the stakeholders in the organisation. Some people say that if a discussion or decision taken at the meeting is not in the minutes, then it didn’t happen... which is why it is important to have a good structure for taking notes and distributing them.
If you have been appointed Board Secretary, writing the minutes is probably your responsibility. This does not mean that you have to take notes, as sometimes the Directors take notes in turn. The notes may also be taken by an external member with skills in this area, so that all the Directors can participate actively in the meeting.
Digitised Board minutes
The minutes of the meeting will be on the agenda and presented at the next meeting for approval by the Directors. If any changes are made, the new version will be examined at a subsequent meeting. When the minutes are shared in advance via a digitised management portal, they can be approved quickly, as the Directors can make corrections before the meeting. With unlimited access to documents and files, Directors will feel even more involved, more inclined to communicate with their peers and therefore more effective in their duty of diligence. Distributing the minutes via the Board management platform helps to save on printing and posting costs.
The minutes must be archived in a secure place such as a Board management portal, on servers certified by international security standards. The minutes must be accessible to all the Directors, so that they can consult them later if needed.
In some non-profit or governmental organisations, the minutes must be made public. The note-taking format may vary from one organisation to another, but it's generally fairly straightforward. Remember that the minutes will also be read by people who were not at the meeting, so you must make sure all the information is clear.
With a management tool such as DiliTrust Exec, writing up the minutes and tidying up the notes taken during the meeting can be done on the portal. This guarantees maximum confidentiality for this important document.
Do I need to keep a paper original of the signed minutes? This depends on your type of company and the Board’s management rules. The Board's internal rules may provide for digitisation of the document, with electronic signature and storage in secure computer format only. Remember that electronic signatures are now legally recognised on contracts in most countries. They are therefore equally valid for an attendance sheet or approval of the minutes. Keeping signed, printed copies of the minutes is definitely not very 21st century!
published on 2018/06/12