Effective minute taking
Effective minute taking is a key responsibility of the company secretary and is definitely a skill that takes time to develop and hone. A good set of minutes should not only provide a record of discussion and agreed action points but is a conclusive record of the deliberations and decisions taken by the board of directors or a committee of the board. The minutes form part of the historical records of the company and evidence that the board of directors has fulfilled their legal and fiduciary duties by carefully considering all of the company’s stakeholders and the impact of the board’s decisions. (s. 172 Companies Act 2006). The importance of effective minute taking can be evidenced in the recent case of PCP v Barclays Bank Plc (2020) whereby the minutes omitted reference to a notable high value transactional agreement.
Whilst there is a no ‘one-size-fits-all’ for minute taking and many companies will adopt a different approach it is key that the fundamentals of good minute taking are applied. It is therefore important that the chair and the company secretary work closely together to ensure that the final set of minutes are impartial and accurately reflect the business conducted at the meeting before being adopted by the board and signed as the official record of the meeting.
Board Meetings – the new normal
After several months of working from home, the increase in the number of virtual meetings has pushed companies and company secretaries to adopt careful measures in ensuring that private and confidential material can be shared and circulated securely and that directors can attend meetings in a secure virtual environment. It is important that both the chair and company secretary work collaboratively and proactively to ensure that board meetings consider and discuss key issues and come to final decisions in an efficient and effective manner.
What do I need to consider before holding a virtual meeting?
- Can you hold a virtual board? – company secretaries should ensure virtual board meetings are not prohibited by any erroneous provisions in the articles of association;
- Communication with the chair– communication during these times is key. Prior to meetings company secretaries may propose a preparatory call with the chair for a run through of the agenda, items of importance and any additional information.
- Circulate materials ahead of the scheduled meeting - although deemed common practice, it is crucial that company secretaries complete this task. Directors will then be able to read and consider the board materials and even collaborate beforehand, allowing the chair to focus the meeting on debate and discussion rather than the presentation of key agenda items. The utilisation of dashboards, diligent boards, board portals, informational evaluations etc, to ensure all board members receive information securely are now becoming more common and allow directors to be continuously updated and engaged.
- Consider the technology – ensure you are leveraging conference technologies (e.g. Zoom, Microsoft Teams, GoToMeeting, etc.) to the board’s advantage.
Although video conferences may allow members to view physical cues of interest and when to permit other members to speak, the meeting can be disrupted by unstable internet connections. The same can be said for telephone conferences where audio may be clearer but participants can easily talk over one another. Consideration should also be given to address any cyber vulnerabilities which may put the organisation or individual members at risk of hacking or fraud. The board should be cautious of where and how they share sensitive documents e.g. via email on an unprotected server, from a personal device, on a shared/public Wi-Fi, etc. Recommendations are given to utilising board portals as a secure and efficient means of circulating documents.
- Changes to the agenda – ‘zoom fatigue’ has set in for many following lengthy ‘work-from-home’ periods so the chair and company secretary should consider streamlining the purpose of meetings. Shortened meetings can still be effective where consideration is given to provide time slots for each agenda item, include breaks to improve participant concentration, and time for discussion of key agenda items. This should result in fewer formal board sessions.
During the virtual meeting
- Ensure the meeting is quorate – the chair or company secretary may ensure all that participants are present or by carrying out roll call, where members present haven’t been made obvious/declared;
- The chair in control – leadership from the chair is critical for directing effective virtual meetings, ensuring that agenda items are introduced, encouraging participants to mute themselves as items are being presented, as well as allowing all participants the opportunity to ask questions. The chair will need to adapt to these new meeting practices and leverage the capabilities and knowledge of all members to bring about productive discussion, feedback and advice from all participants;
- ‘Working-from-home’ but not alone – from a corporate governance perspective, each board member should be aware of their surroundings during meetings as family members, service workers, etc. could unknowingly be ‘in attendance’. Therefore, all members should reduce any risk or liability by attending meetings in a separate and quiet room, with no disturbances; they may even opt to participate via headphones; and
- Minutes/recording – boards may want to consider whether meetings should be recorded as the recording would be deemed an official record and would be required to be maintained in the same way as minutes. Consideration should be given to the usefulness of recordings vs minutes as the latter endeavours to be presented impartially and recordings may not. In respect of minute taking, company secretaries must raise to any participant when an audio connection is faulty affecting their ability to effectively minute take. The company secretary may also ask the chair to summarize any key points and action points after each agenda item to ensure all participants are on the same page.
Over the past few months the COVID-19 pandemic has only highlighted the importance of the company secretary’s role at board and executive level, assisting companies in adapting and implementing strong corporate governance as well as adapting to changing regulatory processes. The new normal, it would appear, is here to stay and will continue to shape corporate governance and regulatory processes at pace.