This document summarizes the findings from a consultation on minute taking practices. Key findings include:
- Minute taking is a difficult and time-consuming task that is often undervalued. There is no single correct approach.
- Minutes should provide an accurate, impartial record of the meeting to document decisions and reasoning. They need enough context for future reference.
- The company secretary is responsible for drafting minutes, but the chairman and board confirm accuracy. Good skills for a minute taker include listening, summarizing arguments accurately, and identifying relevant parts of discussions.
- Detail in minutes depends on organizational needs and regulatory requirements, but they should include key discussion points, decisions made, and agreed actions. Dissent
Good minuting is deceptively difficult and time consuming. ICSA's guidance for minute-takers provides up-to-date expert advice about all aspects of the process.
Attendees joined Peter Swabey FCIS, ICSA Policy and Research Director, to hear more about the principles and practice of successful minute taking, and the consultation that informed the guidance.
The Company Secretary: Building trust through governance, was undertaken in collaboration with ICSA to examine the unique role of the company secretary, exploring what it takes to perform the role effectively and how a company secretary can become a highly valued contributing member of the board.
Over 200 people, including company secretaries, chairmen, NEDs and CEOs shared their thoughts and experience in the course of the project, and represented a range of board-level views from FTSE, SME and private, not-for-profit and public sector organisations.
The majority of respondents surveyed agree that the role of the company secretary is an important and unique function. However, many company secretaries suggest their role is largely taken for granted and often improperly utilised.
The key findings of this study illustrate how high-performing company secretaries ultimately help build trust, which results in good governance. Many company secretaries acknowledge that their individual discretion, freedom of choice, personal morals and ethics are important in positively impacting corporate judgement. Other respondents note how effectiveness is achieved through more than fixed administrative capabilities or technical knowledge. Respondents to the study highlight the role’s need for continuous engagement, using interpersonal skills to craft effective relationships. These capabilities evolve in a manner that constantly tests a company secretary’s understanding and often results in the critical appraisal of other board members’ roles.
Critical Issues in Governance:The Role of the Board in Special SituationsDeborahRosati
Presented by Deborah Rosati, Kevin West and Thierry Keable at the Governance Professionals of Canada's 18th Annual Corporate Governance Conference in Whistler, B.C., August 2016.
This session covered:
- What do we mean by governance?
- What does it mean for NEDs?
- Main points from ‘Boardroom Behaviours’ and ‘Board - Effectiveness Guidance’ reports
- Good (and bad) governance – can it deliver value/prevent loss?
- Benefits of perceptive governance
The Effective Director (Series: Board of Directors Boot Camp 2020) Financial Poise
While we think of a board as a functioning entity, much of the success of the board relies on the individual behavior of its directors. During this program, we talk about some of the productive and problematic behavior that can show up in the boardroom, and the effect that it can have on board effectiveness. We look at what’s expected of directors from ownership and management, and share examples of the ways that a highly effective director can help to meet or exceed those expectations and make a meaningful contribution to the company’s success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-director-2020/
Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
The Effective Board (Series: Board of Directors Boot Camp 2020) Financial Poise
All of us have had experiences of meetings that were painful to participate in. Lack of preparation, ineffective facilitation, or inability to move decisions forward can all lead to an ineffective board. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time. In this discussion, we share practices that happen in real boardrooms that help equip directors to participate and lead to energized and productive debate that feeds the company’s success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-board-2020/
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
Good minuting is deceptively difficult and time consuming. ICSA's guidance for minute-takers provides up-to-date expert advice about all aspects of the process.
Attendees joined Peter Swabey FCIS, ICSA Policy and Research Director, to hear more about the principles and practice of successful minute taking, and the consultation that informed the guidance.
The Company Secretary: Building trust through governance, was undertaken in collaboration with ICSA to examine the unique role of the company secretary, exploring what it takes to perform the role effectively and how a company secretary can become a highly valued contributing member of the board.
Over 200 people, including company secretaries, chairmen, NEDs and CEOs shared their thoughts and experience in the course of the project, and represented a range of board-level views from FTSE, SME and private, not-for-profit and public sector organisations.
The majority of respondents surveyed agree that the role of the company secretary is an important and unique function. However, many company secretaries suggest their role is largely taken for granted and often improperly utilised.
The key findings of this study illustrate how high-performing company secretaries ultimately help build trust, which results in good governance. Many company secretaries acknowledge that their individual discretion, freedom of choice, personal morals and ethics are important in positively impacting corporate judgement. Other respondents note how effectiveness is achieved through more than fixed administrative capabilities or technical knowledge. Respondents to the study highlight the role’s need for continuous engagement, using interpersonal skills to craft effective relationships. These capabilities evolve in a manner that constantly tests a company secretary’s understanding and often results in the critical appraisal of other board members’ roles.
Critical Issues in Governance:The Role of the Board in Special SituationsDeborahRosati
Presented by Deborah Rosati, Kevin West and Thierry Keable at the Governance Professionals of Canada's 18th Annual Corporate Governance Conference in Whistler, B.C., August 2016.
This session covered:
- What do we mean by governance?
- What does it mean for NEDs?
- Main points from ‘Boardroom Behaviours’ and ‘Board - Effectiveness Guidance’ reports
- Good (and bad) governance – can it deliver value/prevent loss?
- Benefits of perceptive governance
The Effective Director (Series: Board of Directors Boot Camp 2020) Financial Poise
While we think of a board as a functioning entity, much of the success of the board relies on the individual behavior of its directors. During this program, we talk about some of the productive and problematic behavior that can show up in the boardroom, and the effect that it can have on board effectiveness. We look at what’s expected of directors from ownership and management, and share examples of the ways that a highly effective director can help to meet or exceed those expectations and make a meaningful contribution to the company’s success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-director-2020/
Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
The Effective Board (Series: Board of Directors Boot Camp 2020) Financial Poise
All of us have had experiences of meetings that were painful to participate in. Lack of preparation, ineffective facilitation, or inability to move decisions forward can all lead to an ineffective board. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time. In this discussion, we share practices that happen in real boardrooms that help equip directors to participate and lead to energized and productive debate that feeds the company’s success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-board-2020/
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
The Effective Board (Series: Board of Directors Boot Camp)Financial Poise
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-board-2021/
We are born in nonprofit hospitals, we leave our children in nonprofit child care, we are educated at nonprofit schools and universities, and we come together in nonprofits seeking social justice, we are inspired in nonprofit museums and theatres, we worship in nonprofit churches, synagogues and mosques and we rely on nonprofits when challenges confront families and tragedy strikes our communities.
The nonprofit sector is like air -- it is all around us.
Jennifer Schaus and Associates hosts a complimentary webinar series on The FAR in 2024. Join the webinars on Wednesdays and Fridays at noon, eastern.
Recordings are on YouTube and the company website.
https://www.youtube.com/@jenniferschaus/videos
What is the point of small housing associations.pptxPaul Smith
Given the small scale of housing associations and their relative high cost per home what is the point of them and how do we justify their continued existance
ZGB - The Role of Generative AI in Government transformation.pdfSaeed Al Dhaheri
This keynote was presented during the the 7th edition of the UAE Hackathon 2024. It highlights the role of AI and Generative AI in addressing government transformation to achieve zero government bureaucracy
Russian anarchist and anti-war movement in the third year of full-scale warAntti Rautiainen
Anarchist group ANA Regensburg hosted my online-presentation on 16th of May 2024, in which I discussed tactics of anti-war activism in Russia, and reasons why the anti-war movement has not been able to make an impact to change the course of events yet. Cases of anarchists repressed for anti-war activities are presented, as well as strategies of support for political prisoners, and modest successes in supporting their struggles.
Thumbnail picture is by MediaZona, you may read their report on anti-war arson attacks in Russia here: https://en.zona.media/article/2022/10/13/burn-map
Links:
Autonomous Action
http://Avtonom.org
Anarchist Black Cross Moscow
http://Avtonom.org/abc
Solidarity Zone
https://t.me/solidarity_zone
Memorial
https://memopzk.org/, https://t.me/pzk_memorial
OVD-Info
https://en.ovdinfo.org/antiwar-ovd-info-guide
RosUznik
https://rosuznik.org/
Uznik Online
http://uznikonline.tilda.ws/
Russian Reader
https://therussianreader.com/
ABC Irkutsk
https://abc38.noblogs.org/
Send mail to prisoners from abroad:
http://Prisonmail.online
YouTube: https://youtu.be/c5nSOdU48O8
Spotify: https://podcasters.spotify.com/pod/show/libertarianlifecoach/episodes/Russian-anarchist-and-anti-war-movement-in-the-third-year-of-full-scale-war-e2k8ai4
Understanding the Challenges of Street ChildrenSERUDS INDIA
By raising awareness, providing support, advocating for change, and offering assistance to children in need, individuals can play a crucial role in improving the lives of street children and helping them realize their full potential
Donate Us
https://serudsindia.org/how-individuals-can-support-street-children-in-india/
#donatefororphan, #donateforhomelesschildren, #childeducation, #ngochildeducation, #donateforeducation, #donationforchildeducation, #sponsorforpoorchild, #sponsororphanage #sponsororphanchild, #donation, #education, #charity, #educationforchild, #seruds, #kurnool, #joyhome
Many ways to support street children.pptxSERUDS INDIA
By raising awareness, providing support, advocating for change, and offering assistance to children in need, individuals can play a crucial role in improving the lives of street children and helping them realize their full potential
Donate Us
https://serudsindia.org/how-individuals-can-support-street-children-in-india/
#donatefororphan, #donateforhomelesschildren, #childeducation, #ngochildeducation, #donateforeducation, #donationforchildeducation, #sponsorforpoorchild, #sponsororphanage #sponsororphanchild, #donation, #education, #charity, #educationforchild, #seruds, #kurnool, #joyhome
Presentation by Jared Jageler, David Adler, Noelia Duchovny, and Evan Herrnstadt, analysts in CBO’s Microeconomic Studies and Health Analysis Divisions, at the Association of Environmental and Resource Economists Summer Conference.
This session provides a comprehensive overview of the latest updates to the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (commonly known as the Uniform Guidance) outlined in the 2 CFR 200.
With a focus on the 2024 revisions issued by the Office of Management and Budget (OMB), participants will gain insight into the key changes affecting federal grant recipients. The session will delve into critical regulatory updates, providing attendees with the knowledge and tools necessary to navigate and comply with the evolving landscape of federal grant management.
Learning Objectives:
- Understand the rationale behind the 2024 updates to the Uniform Guidance outlined in 2 CFR 200, and their implications for federal grant recipients.
- Identify the key changes and revisions introduced by the Office of Management and Budget (OMB) in the 2024 edition of 2 CFR 200.
- Gain proficiency in applying the updated regulations to ensure compliance with federal grant requirements and avoid potential audit findings.
- Develop strategies for effectively implementing the new guidelines within the grant management processes of their respective organizations, fostering efficiency and accountability in federal grant administration.
2. The minuting of meetings
Consultation published 23rd May – closed 24th June
89 responses to 31 questions
2,759 answers
Summary of feedback now published on www.icsa.org.uk/minutetaking
3. So what did we find ?
• Good minuting is a deceptively difficult and time consuming task which is
often under-valued, notably by directors. It is far more than an
administrative formality
• An enormous variety of minute taking practices
• Many people are absolutely convinced that they take minutes ‘the right way’
BUT…..
4. So what did we find ?
There is no one-size fits all approach for minute-
writing and no ‘right way’ to draft minutes
• Context is always important and each chairman 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
5. What are minutes for?
• The purpose of minutes is to provide an accurate, impartial and balanced
internal record of the business transacted at a meeting
• Minutes should document the reasons for the decision and include sufficient
background information for future reference – or, perhaps, for someone not
at the meeting to understand why the board has taken the decision that it
has.
‘to record key points of discussion, record decisions and the reasons for
decisions, and agreed actions’
‘accurate’, ‘impartial’ ‘balanced’ ‘to demonstrate challenge’
6. What are minutes for?
In simple terms, their purpose is to record what
was done, not what was said but with sufficient
context to give assurance that it was done
properly
7. What are minutes for?
‘They should be the single source of truth, and should be a complete, self-standing record
(together with the papers). They should act as evidence of the meeting and as a record of
those matters discussed/noted, concerns raised, decisions made and, where considered
helpful, the rationale for those decisions, and demonstrate the directors acting in accordance
with their duties under the Companies Act.’
Sectoral variation:
• A charity or public sector organisation may focus more on ensuring there is clear
accountability visible through the minutes
• A regulated financial services company is more likely to focus on providing
evidence of robust decision making.
8. Who is responsible for the minutes?
• The Company Secretary … or other governance professional 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
• The person taking minutes should be properly qualified to do so – i.e. they
should have the necessary knowledge and skills
• Too often minuting a meeting is left (at short notice) to a junior member of
staff without the appropriate experience or training
9. Who is responsible for the minutes?
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 stand firm when someone asks them to deviate
from what they believe to be an accurate record
• have the confidence to ask for clarification
10. Who is responsible for the minutes?
• Wherever possible, the company secretary should be supported at the
meeting by a suitably skilled minute taker if one with the necessary skills is
available
• It is generally a good idea for the company secretary to discuss with the
chairman before the meeting any relevant procedural issues and, perhaps
most importantly, how they can best support the chairman
11. Drafting minutes
• It can take at least as long, often twice as long, to draft minutes as the meeting
itself took
• It may be helpful to develop a minute taking policy or style guide to set the
house style and conventions. This could be approved by the board
• Minutes are normally written in ‘reported speech’ style; they should not be a
verbatim record of the meeting
• 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
12. Drafting minutes – preliminary information
• The infrastructure of the meeting
• Who, where, when, what, how etc
• Quorum
• Directors’ duties
• Conflicts of interest
‘These items are not legal boilerplate and are important. The wording of the
guidance should be revised.’
13. Drafting minutes – preliminary information
Quorum
• A matter for each individual organisation
• Probably only need be mentioned if there were a lot of absences, or a
high quorum requirement such that there might be doubt
• For example, if one or more directors have to absent themselves owing to a
conflict of interest
• Of course, if the chairman does mention quorum it should be minuted
• It is the responsibility of the company secretary to be aware whether
the meeting is quorate at all times, and advise the chairman should
this not be the case
14. Drafting minutes – preliminary information
Conflict of interests
• Legal, regulatory and constitutional requirements must be observed
• Unless the sectoral regulator requires otherwise, it is reasonable only to refer
to conflicts of interest in the minutes where:
• the chairman or another board member raises the issue, which they might do if there is
a perceived risk of a conflict arising
• a potential or actual conflict of interest is declared by one or more of those present
• a conflicts register is circulated, tabled or reviewed as part of the business of the
meeting
• it is necessary to amend the conflicts register.
15. Drafting minutes – level of detail
• The degree of detail recorded will depend to a large extent on:
• the needs of the organization
• the sector in which it operates and the requirements of any regulator
• the working practices of the chairman, the board and the company secretary.
• As a minimum, however, we would expect minutes to include:
• the key points of discussion
• decisions made and, where appropriate, the reasons for them
• agreed actions, including a record of any delegated authority to act on behalf
of the company
16. Drafting minutes – naming names
• Individual contributions should not normally be attributed by name, but this
will be appropriate in some cases. Practice is changing in this area,
particularly in the corporate sector
• Demonstrate individual director participation and challenge
• Equally it became clear that the charity and public sectors have very
different practice whereby individual contributions are often attributed.
• Once again this is a matter for individual organisations
• Guidance includes suggestions on where it will usually or may be
appropriate
17. Drafting minutes – dissent
• Most board decisions are reached by consensus
• However, in exceptional circumstances, where the whole board cannot
reach agreement, individual directors may request that their dissenting view
be recorded in the minutes. It is normal to comply with such requests
• The question of how dissent is recorded will be a matter of organisational
preference.
• One suggestion for specimen wording might be:
‘There was a robust discussion about x, with considerable challenge around
a, b, c and d. The board agreed to y, with Mr z requesting that his dissent
be recorded.’
18. Drafting minutes – other matters
• If board papers are received for noting and no decision is required,
then unless there is material discussion that needs to be recorded,
minutes should indicate that the relevant report was ‘received (or
reviewed, if that is what happened) and its contents noted’
• Conflicts of interest
• Legal professional privilege
• Offshore companies
• “not for the minutes”
19. Drafting minutes – the regulator
• Minutes are increasingly used to demonstrate that the directors have
fulfilled their statutory duties
• evidencing appropriate challenge in order to hold the executive to account
• showing that issues of risk and both shareholder and stakeholder impact have
been properly considered
• Minutes should facilitate regulatory oversight, but this is not their primary
purpose
• Nonetheless, those drafting minutes should be mindful of regulatory needs
• The well-written minutes of an effective board meeting should convey all
the assurance that a regulator requires
20. Review and approval of draft minutes
• Draft minutes should be clearly marked as such and amendments to the draft
minutes should be thought of as ‘enhancements’ rather than ‘corrections’
“Editing by board members who are ultimately responsible for the accuracy should
not be regarded as a failing on the part of the person drafting the minutes but a
sign that responsibilities are understood and taken seriously.”
• Need to guard against attempts to rewrite history
• The audio recording of board meetings or the publication of board minutes
is not, generally, recommended
• Treatment of ‘post-meeting events’
• To redact or not to redact …..
21. Access to the minutes
• Who – auditors, regulators and other third parties
• For example, as a board responsibility, minutes should be included as part
of the board evaluation process
• What – unrestricted / restricted (e.g. senior audit partner) / view-only /
redacted
• How – electronically / minute book / electronic portal
• Publication of minutes
• Retention of minutes
22. Company secretary’s notes
• Great care should be taken with the company secretary’s notes of the
meeting, both in terms of content and retention. We recommend that they are
destroyed once the minutes to which they relate have been approved
• Wide variety of practices
• Retention periods ranged from as soon as they were written up to pretty
much forever
‘only one version of the truth is required’
23. Conclusion
• A very interesting and rewarding process
• 89 responses to a consultation – isn’t it great that there are so many people
with such strongly held views?
• All this may suggest that minute taking is a necessary yet thankless task, but
as one respondent to our consultation asked, how many other people in an
organisation get their work in front of the board as frequently and consistently
as company secretaries?
• Thanks to everyone who shared with us their wisdom and experience gained
from minuting literally countless meetings and, in particular, to Colin
Passmore at Simmons & Simmons and Carol Shutkever at Herbert
Smith Freehills for their guidance and support.