Taking minutes is one of the fine arts of the boardroom and a keystone to creating an accountable, transparent environment. Typically undertaken by the board secretary, minutes are the board’s record of meetings, where discussion topics and resolutions are recorded for future reference. Good governance is founded on accountability, which means it’s clear what directors decided and when they did so.
Minutes should include information like a meeting’s attendance, the agenda items that were discussed, resolutions that were passed, any actionable items as well as their due dates, and topics that were brought up for future review.
Tips for Taking Minutes
#1 Deal with Minutes Before the Meeting – As important as minutes are, many people view them as time wasters that get in the way of the next topic of discussion. Typically, at the beginning of every meeting, the Board Secretary will read the minutes from the previous meeting, itself a time-consuming task, then directors will have an opportunity to make corrections (which require unanimous consent or a motion), or else be approved. Some boards have been using board portals to speed up this process, such as the Aprio Boardroom portal, which allows directors to annotate digitally-shared documents and vote on them remotely. Annotation tools developed by Adobe help directors collaborate on all kinds of documents between meetings and these notes can either be made private (to prepare for a meeting) or public (to discuss in between meetings). Boards can find out more about remote voting, annotation, and other benefits of board portals at Aprio.net.
#2 Accuracy – Holding directors accountable begins with accurate minutes; should any issues arise in the future, including compliance and tax audits, the minutes will be consulted. That’s why minute experts encourage secretaries to stand their ground when directors attempt to make informal changes. Directors usually make these requests with good intentions to save time and speed up the process for the next meeting, however, such changes compromise the accuracy of the minutes and good governance. The same speed and efficiency can be accomplished without compromising good governance by using a board portal like Aprio, which allows directors to vote on resolutions remotely, on their tablets and in between meetings, clearing up the agenda for the next meeting.
#3 Clarity – Finally, minutes need to be accessible and clear, which can take some talent on the part of the Board Secretary. As more boards realize the value of bringing on directors from outside of the industry with diverse perspectives, it’s important to realize that they will not necessarily be familiar with the industry’s jargon. It’s important that secretaries either avoid using jargon altogether or they provide clear definitions of these terms. In addition to avoiding jargon, plain language is always a better way to communicate, and a well-structured document with bullet points will be easier to read. The Secretary can save reviewers’ time by making resolutions clear, rather than buried within paragraphs of information.
In addition to these minute taking tips, boards of directors can benefit from board portals to distribute and approve minutes before meetings, clearing up time to discuss new topics. Consider investing in this software to save time and focus on what matters most to your organization.