A Guide to

Meeting Minutes
When, Why and How to Take Minutes

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 Table of contents

1 Why Meeting Minutes

2 When to Take Minutes

3 General Style and Approach

4 Essential Elements of Minutes

5 Approval of the Minutes

6 Publishing and Access to the Minutes

7 A Short Checklist

8 Some International Case Studies

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1. Why
Meeting Minutes

Meeting minutes are universally recognised as a record of the decisions and

decision-making process made during meetings and are typically recorded by
a secretary or other designated employee. Meeting minutes, in particular those
of the Board of Directors, are also recognised in courts and by auditors as legal
documents. In many instances if a company needs to go to court to defend or
deny a position, the court will rely on meeting minutes. If a decision made by
the company was not recorded in the meeting minutes, it can be considered
evidence in court as if it did not take place.

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2. When to
Take Minutes

The question of when to take minutes varies according to many different factors,
including: the type of meeting, the region where the meeting took place, the
sector of the organisation, and the organisation’s individual constitution. As a
result, before a board meeting of any type takes place, it is important for all
parties involved to understand the significance of the meeting, each member’s
role in it and their respective legal duties.1

For instance, in France, the official recommendation of the IFA, the Institut
Français des Administrateurs, is to formalise meeting minutes of the Board.2
ICSA, the Governance Institute, on the other hand, defines Board meetings
specifically as the “highest form of internal decision-making of an organisation.”
According to this definition, meeting minutes are considered the most accurate
internal record of those meetings for that individual organisation, and not
recorded explicitly for the interpretation by a third-party.3

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3. General Style
and Approach

There are many elements that should be taken into consideration with regards to
the style and format of meeting minutes.

Level of Detail
It is our opinion, based on experts from the field, that meeting minutes shouldn’t
focus too much on the details, otherwise those reading them will be lost and the
minutes won’t be of use to anyone. On the other hand, the minutes can’t be too
vague and general. Be sure to record not only what went on generally, but also
the actions that occurred as a result of the details provided.4
Here are a few tips for Corporate Secretaries to keep in mind regarding the level
of detail required:

• Each proposal should be explained fully, including the names of those who
initiated the motion, as well as, who voted for, against, and abstained.
• Essential details in the minutes should include the names of participants and
external stakeholders and other documents.
• Record the date, time and place of the meeting minutes, an overview of the
minutes of the Board of Directors, conclusions of previous meetings, and the
decisions taken.

Verb Tense
Minutes should be written in the past tense with conditional verbs that refer to
possible future actions.5

Style Guide
Organisations should have Style Guides that include bolding and capitalising
keywords such as: Approved, Decided, Resolved, Noted Accepted, and Agreed,
etc. All actions should be recorded with their corresponding conclusion(s).6

Useful Words and Acronyms

Minutes should be written as clearly and concisely as possible. Unnecessary
adjectives, colourful language, and undefined acronyms should be avoided.
Corporate Secretaries should avoid any internal company references or
terminology unless absolutely necessary.7

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4. Essential Elements
of Minutes

The essential elements of meeting minutes include not only the body of the
minutes, but the details taken before and after the minutes as well.

The Beginning and End of Minutes

Over the past 50 years, meetings have increased in length and frequency, and
the average executive now spends 23 hours a week in meetings.8 Meetings
are considered to be more effective when a goal is set ahead of time, and the
meeting agenda reflects this goal. This may include providing reading materials
to members of the Board before the meeting even takes place.9

Once the need for a meeting is confirmed, preliminary information that ought to
be recorded before the meeting takes place should include:

• The date of the meeting

• Time and location of the meeting
• Whether the meeting took place with Board Members in live attendance or if
they participated through the telephone or other virtual/digital device
• The full title of those in attendance, and whether or not they were there for
all or part of the meeting
• If there is a quorum (according to this specific organisation’s constitution).

At the end of a meeting, the minutes and action plan must be distributed and
published. Publishing the minutes immediately after a meeting encourages
members of the Board to see actions and start trying to tackle them while the
meeting is still fresh in their minds.10 To ensure the accuracy of the details of the
minutes, they should be reviewed and distributed to each member that attended
as soon as possible after the meeting to confirm the accuracy of the text.11

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Best practices for the conclusion of meeting minutes include the recording of the
following details:12 13

• The time that the meeting ended

• Names of the Chair and the Secretary of the meeting (the person recording
the minutes)
• Names of all members present and the reason for their absence
• Attendance of Board Members at the time of each vote
• The location of any directors who are present at a remote location
• A quick summary of the minutes of the Board of Directors and conclusions
of previous meetings
• The agenda of the current meeting
• Any action agreed on, and the name of the person assigned to each action
• Each item of the agenda shall be summarised in 1-2 lines
• The date and time of the next meeting.

The Body of the Minutes

Meeting Minutes as Official Records of Actions Taken

The most important element for Corporate Secretaries to keep in mind when
drafting minutes is that these minutes are records of important business
decisions of the Board and these decisions must be understood by those who
were not at the meeting.14 Communicating both the process of arriving at the
decisions and the decisions reached without going into too much detail is
probably the greatest challenge for the Corporate Secretary.

In addition, the person taking minutes must keep in mind that meeting minutes,
in particular those of the corporate Board of Directors, are also recognised in
courts as a legal record.

The Meeting Agenda

The Board, headed by its Chairman, is responsible for developing the agenda of
the board meeting with the assistance of the Corporate Secretary. An effective
Board Chairman can set a positive tone for the meeting to ensure maximum
productivity. They also do their best to lead the Board rather than becoming a
spokesman for the group. For example, some Chairs are deeply involved and
ask the Board Members separately for their opinion, including asking directors
explicitly if they would like to change the agenda for the next meeting.15

A more general method the Board Chairman may use for determining the
agenda is by reviewing the minutes of the last meeting and preparing an outline
for the upcoming one.16 Another is to decide on a specific challenge to focus
on or goal to achieve. Examples of goals could be deciding on a change in
management, a new focus for a revenue base, or finding ways to decrease
costs.17

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A general structure of a Board meeting agenda might include:18

• Going over the minutes from the last meeting

• An update on the market conditions and company’s revenue outlook
• An update on the operations of the company
• Any future projects or products in progress
• If any of the directors have a conflict of interest with any part of the agenda.

The agenda of the meeting is approved with a vote from the Board and signed
by the Chairman.19 Changes to the agenda can be made only by general
consent, or through a two-thirds majority vote.20

Speakers and Individual Directors of the Board

Above all, the final decisions of the meeting must be recorded, as well as, any
names of speakers of specific agenda items. According to experts, Corporate
Secretaries should only record the name of specific individuals in the meeting
minutes upon their request, if they are making a recommendation or if they have
specific professional experience on a subject.21

The Body of the Minutes

Decisions are not made by single individuals, but by a group or quorum, such
as the Board of Directors. Robert’s Rule of Order, regarded as the standard for
governing meetings in the United States, defines a quorum as a group that is:
as large as can be depended upon for being present at all meetings when the
weather is not exceptionally bad.22 Most Boards define their terms for a quorum
in their individual constitution.

A majority vote of a quorum means that a decision has been made. But, at
times, that majority vote isn’t achieved because not all members of the quorum
show up to the meeting. Although official business cannot be conducted in the
absence of a quorum, there are exceptions, such as the Board’s definition of a
quorum or deciding when the meeting should be adjourned.23

The minutes of the meeting must reflect any debate or discussion that took
place, without mentioning the individual names of directors or speakers - unless
specifically requested by that individual. The idea behind this is to demonstrate
that the discussion achieved consensus while, at the same time, avoiding
any singling out of an individual and having them liable in court at any point
in the future.24 In addition, the recording of discussions should make a clear
differentiation between important topics and regular “housekeeping” items.25

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Dissention

Another exception to naming individuals is in the case of dissent. Since most

resolutions of the Board of Directors are unanimous, it is vital to name the
individuals who abstain or are dissenting for an accurate reflection of the
debate.26 When requested, the names of specific dissenting individuals should
be recorded in the minute meetings along with the reason for their dissenting
view.27

Actions

According to experts, Corporate Secretaries may include the names of

individuals responsible for specific actions for executing decisions to be
recorded. Some Boards even have a separate schedule for actions that includes
the individuals responsible for each action, as well as, the corresponding
deadlines. The schedule and timeline are essential to include as they are a
vital part of executing the strategy decided at the Board level. Including a
schedule in the meeting minutes also helps give management some measure of
accountability. It is the job of the Corporate Secretary to only include Board-level
actions in the minutes, rather than suggestions to management or lower-level
actions.28

Conflicts of Interest

Yet, another time in which individual names should be recorded in the meeting
minutes is if abstention occurs as a result of a conflict of interest. There is no
need to record the reason for the individual’s conflict of interest in the meeting
minutes.29 Directors, in particular, should do their best to avoid situations in
which their own personal interests are in conflict with those of the company.
This is not always possible, and when a conflict of interest arises that cannot be
avoided, it is the responsibility of the Corporate Secretary to learn what is the
legal action the director can take under the law (e.g. disclose to the Board, and
vote or abstain from voting completely).30

When necessary, directors must declare their interest and have it authorised by
the other directors - either in person, at a meeting, or in writing.31 It can then be
discussed and recorded in the minutes of the next meeting.

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5. Approval of
the Minutes

Following a Board meeting, the Corporate Secretary is responsible for seeing

that the drafts of the minutes are reviewed and approved by the Board. At times,
this reviewal process starts with positions such as the General Counsel and the
Chief Financial Officer, and then continues with other members of management,
including any of those who spoke at the meeting. After review by these parties,
the minutes can be distributed to every member of the Board.32

Final drafts of minutes are distributed to directors of the Board with the
documents needed for the next meeting. Minutes will be formally approved at
the next meeting.33

Once the minutes are approved by the entire Board, they cannot be changed
unless another meeting is held and the change is noted in those meeting
minutes.34 It is the responsibility of the Corporate Secretary to maintain a
permanent copy of these finalised minutes for the organisation.35

Digital meeting minutes have the advantage in that the process of any changes
or revisions to the notes can be more easily traced. This can be particularly
important in cases where the meeting minutes are used in court.36 In addition,
the approval process for the minutes can be simpler, faster when digitalised.

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6. Publishing and Access
to the Minutes

Since the meeting minutes often contain important information concerning the
inner workings of an organisation, different policies exist as to which parties are
allowed access to meeting minutes.

In the UK, for example, minutes are considered internal records of the company
and CEOs, Committees and Board Members are granted access to them.
Shareholders are not. There are exceptions to this rule, however. Certain
regulatory organisations have now started to publish minutes on their company
website, and auditors also sometimes need to see minutes to complete their
inspection. Some organisations solve the challenge of granting access to third
parties while protecting confidentiality by limiting access to senior audit partners
or giving view-access only if the documents can be accessed digitally.37

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7. A Short
Checklist

Here is a simple checklist for Corporate Secretaries to follow when taking

meeting minutes:38

The name of the organisation

The time, date and location of the meeting

The goal of the meeting or summary of the agenda

The names of the attendees

The names of those absent from the meeting and the reason for their
absence

Whether or not a quorum was established

A clear record of motions requested and whether or not they were

executed or defeated in addition to the name of the member who
requested, abstained from or defeated the motion

If there was a conflict of interest

The time the meeting was concluded

The date, time and location of the next meeting.

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8. Some International
Case Studies

Here are some real-life applications to meeting minutes.

One of the more famous cases where meeting minutes were actually used to win
a legal court case was in a court case involving Walt Disney corporation versus
the State of Delaware. In this case, Disney’s shareholders were unhappy about
the compensation package of $130 million of the new CEO, Michael Ovitz, after
only 14 months on the job. The verdict? The courts upheld the compensation
package, in part because the meeting minutes had no written record of a serious
debate of the Board Members of the new CEO’s contract and compensation.39

Another court case resulted in a change in who was allowed access to Board
minutes. In this legal case, the Federal Deposit Insurance Corporation (FDIC)
sued a large law firm hired to defend the Board of Directors of a bank that did
not survive financially. The law firm supposedly circulated copies of the Board
minutes not long before the bank’s financial problems had been disclosed. The
problem was that this was not allowed according to FDIC practice. In response,
the American Association of Bank Directors asked the FDIC to change its policy
to allow bank directors access to Board minutes, especially in the case in which
the Board of Directors are responding to FDIC investigation before a court
case.40

In a less successful incident, meeting minutes from Parmalat, an Italian company

in the food industry, were doctored so as to not reveal the true financial state
of the company. As a quick background: at one point Parmalat operated in 31
countries across six continents and included more than 36,000 employees. The
Board was almost completely made up of family members of the company, and
profits were often delivered to them directly.

In 1999, new legislation had been introduced in Italy that recommended making
the appointment of Board Members more transparent, and to include both
executives and non-executive members for a better balance of power. Instead of
making an effort to restructure the Board, however, Parmalat ignored it. One of
the meeting minutes even stated outrightly that they believed their existing Board
structure to be sufficient to “identify, prevent and manage risks of a financial and
operational nature and fraudulent behavior that may damage the company.”41
The company was charged with securities fraud by the Securities and Exchange
Commission in 2003.42

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 Bibliography

1 ICSA, The Governance Institute. Feedback statement: The practice of minuting

meetings. September 2016.
2 Releise, Dossier. Le procès-verbal du conseil d’administration en 15 questions/
réponses. Les Echos Entrepreneurs. May 13, 2013.
3 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
4 Panning, Jeanette. Do’s and Don’t for Meeting Minutes. ASAE. September/
October 2016 Issue.
5 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
6 Releise, Dossier. Le procès-verbal du conseil d’administration en 15 questions/
réponses. Les Echos Entrepreneurs. May 13, 2013.
7 Society of Corporate Secretaries & Governance Professionals. Corporate
Minutes: A Publication for the Corporate Secretary. February 2014.
8 Sherpany website. Breaking away from today’s meeting madness. February 28,
2019.
9 Heathfield, Susan M. How to Run Effective Business Meetings That Produce
Results. The Balance. October 22, 2018.
10 Ibid.
11 Releise, Dossier. Le procès-verbal du conseil d’administration en 15 questions/
réponses. Les Echos Entrepreneurs. May 13, 2013.
12 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
13 Jay, Antony. How to Run a Meeting. Harvard Business Review. March 1976
14 Issue.
ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
15 Shekshnia, Stanislav and Zagieva, Veronika. The 3 Es of Effective Board
Leadership. Knowledge. Insead: The Business School for the World. August 24,
2017.
16 Society of Corporate Secretaries & Governance Professionals. Corporate
Minutes: A Publication for the Corporate Secretary. February 2014.
17 Ward, Susan. Sample First Meeting Agenda for an Advisory Board Meeting. How
to Create an Agenda, Stay Organized, and More. The Balance. December 29,
2018.
18 Setting the Agenda for Board Meetings. Institute of Directors in Ireland.
Corporate website.
19 Ibid.

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20 Article 11-A. The Order of a Business Meeting. West Side Toastmasters Meeting.
21 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
22 Robert’s Rules Online. RulesOnline.com. 2013.
23 Ibid.
24 Corporate Board Minutes: A Director’s Guide. National Association of Corporate
Directors. 2013.
25 Ibid.
26 Society of Corporate Secretaries & Governance Professionals. Corporate
Minutes: A Publication for the Corporate Secretary. February 2014.
27 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
28 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
29 Corporate Board Minutes: A Director’s Guide. National Association of Corporate
Directors. 2013.
30 Society of Corporate Secretaries & Governance Professionals. Corporate
Minutes: A Publication for the Corporate Secretary. February 2014.
31 Pearse Trust. A Conflict of Interest: When & How to Make the Declaration.
August 29, 2016.
32 Society of Corporate Secretaries & Governance Professionals. Corporate
Minutes: A Publication for the Corporate Secretary. February 2014.
33 Ibid.
34 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
35 Corporate Board Minutes: A Director’s Guide. National Association of Corporate
Directors. 2013.
36 Fiechter, Raffael. Digitalisation, a key tool in decision-making? Sherpany website.
April 19, 2018.
37 ICSA, The Governance Institute. Feedback statement: The practice of minuting
meetings. September 2016.
38 Meeting Minutes Checklist. Manitoba government website.
39 Wright, Porter. Developments in Corporate Minute Taking Best Practices.
Banking and Finance Law Report. Porter Wright. February 17, 2011.
40 Ibid.
41 Matulich, Serge and Currie David M. Handbook of Frauds, Scams and Swindles:
Failures of Ethics in Leadership. CRC Press. April 19, 2016. Pgs 225 -281.
42 US Securities and Exchange Commission. SEC Charges Parmalat with Financial
Fraud. December 30, 2003

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