Minutes of board meetings and committee meetings are official records covering the proceedings of critical meetings which take place between an organization’s Board of Directors, Management, and other attendees. Based on varying rules as per geography and authorities, most organizations and specially publicly-listed corporations and registered companies are mandated to maintain accurate and systematic minutes of meetings. This is required not only to maintain a correct record of business operations but also to meet regulatory compliances.
Minutes that have been recorded in line with varying regulatory laws of each jurisdiction can be utilized as evidence in court. For instance, presenting the ratified copy of minutes and circular resolution report in which the specific Resolution was recorded before the Court is the sole option to demonstrate that a Board Resolution was adopted at a board meeting of the corporation.
Minutes of meetings for corporations are taken by a qualified and designated individual, such as the Corporate Secretary, and are required to be ratified by the board of directors.
Other fundamental prerequisites for organizing a board meeting can include:
- ensuring that the meeting is properly informed and noticed in advance
- the meeting venue, be it an online meeting, a hybrid meeting or an in-person physical meeting is communicated to the attendees
- distributing meeting agendas to directors in advance of the board meeting is also a foundational prerequisite when planning for board meetings
Preparing of minutes of meetings:
- Adding a structure: The structure of board meeting minutes is its foundation and is required to be formed prior to recording any data. Hence, the minutes document should include a clear format and structure which captures essential information such as:
- meeting number with a clear nomenclature
- meeting type and the concerned committee name, if applicable
- company name including any recent former company name
- schedule of the meeting including its date, day and time
- clearly specified venue of the meeting
- accurate start and end time of the meeting
- detailed list of attendees including Board of Directors, Management, Meeting Administrators, Invitees among other meeting attendees with a clear description of their designations
- agenda item-wise description of each item including the concerted actions, background, inputs from the attendees, reference material followed by the action or decision, as applicable
- conclusion of meeting with the consent of the attendees and specifically the meeting chair followed by attestation by the meeting chair and the corporate secretary among others as applicable
- Meeting Attendees’ Details: Once an overall structure is planned, the next set of data to be added are the details of the meeting attendees. This will include:
- detailed description of participants covering their full name, designation, and department (if applicable)
- for external participants such as External Auditors among others, who are not a part of the Board, Management, or Administration, their names, designations and their organization is needed to be mentioned for clarity
- Additional details may include any decisions made or action items assigned to the participants and the absentees.
- In addition to the Board of Directors and other attendees, the details of the meeting administrator, such as the corporate secretary, are required to be written along with the names of any other individual who is a part of the meeting.
- The minutes document should specify details of Board Members who have requested for leave of absence and the status of being grated.
- Quorum: A quorum in the context of board meetings can be defined as the minimum number of board members required to be present at a meeting in order to qualify the meeting proceedings as bona fide. Accordingly, the preparation of minutes needs to include:
- An authentic minutes document should begin with including details of the election of the Chairperson of the meeting and confirmation of the presence of the necessary quorum for the meeting.
- In case the quorum is confirmed at the start of the meeting but if a Board Member happens to leave the meeting prior to the conclusion of the meeting thereby causing an inaccuracy in the earlier confirmed quorum, the meeting is required to be adjourned and a detailed explanation is required to be recording in the minutes document.
- This is required to be properly documented because any non-compliance or ambiguity can make business matters taken up with an incomplete quorum as invalid.
- Additionally, the minutes should mention details of the representative elected, the results of the voting process, and the number of members present that formed the overall quorum.
- A detailed recording and explanation of the quorum specify that the meeting was organized in line with the required compliances and transparency.
- Board Resolutions: Along with other important parts of the minutes, the resolutions practiced by the Board are required to be well-documented in the minutes. This will include:
- The resolution should ideally be clearly recorded in the minutes with data such as the title of the resolution, the purpose of the resolution, the date of circulation, and details of the resolution proposer.
- The content and details of the Board Resolution(s) passed through circulation after the last finalized minutes should be detailed covering asset, abstention, and dissent details.
- Also, if a Board Member desires to abstain from voting, then this act of abstention is also needed to be required in the minutes.
- Finally, detailed descriptions, voting actions, final outcomes, and any further actions related to each circulation are to be included in the minutes document.
- Recording Inputs of Independent Directors and Executive Directors: The views of all board members, and particularly the Independent Directors, are required to be accurately and thoroughly documented in minutes. This step involves:
- Directors participate in board meetings and share their views, experiences, and suggestions in order to make decisions on business matters. The inputs of an individual director, which can be in assent or dissent, will not always be unanimous with the views of the rest of the Board.
- Hence, all such events, insights, and observations of the board members, and particularly the Independent Directors as external assessors, are required to be recorded in detail.
- Conclusion of the Meeting: The final part of the minutes includes various activities such as:
- The conclusive agenda of the minutes should include discussion on any matters which may have not been covered as a part of the agenda with the permission of the Chair or the Board as applicable.
- The consent on this by the concerned authority should be documented in the minutes.
- In conclusion, if thanks are needed to be mentioned, if practiced, it should be conducted and documented followed by recording the commencement time of the board meeting and the conclusion time of the board meeting.
A digital solution for preparing minutes of meetings:
To ensure a successful board meeting, every Board of Directors and Corporate Secretary should utilize board meeting minutes management software. Dess Digital Meetings can make preparation, note-taking, and confirmation of minutes of meetings much easier in addition to providing facilities for agenda management, and paperless board meetings.
How Dess can help in taking minutes:
- The minutes management solution within Dess helps you automatically log the beginning and end times of meetings.
- The solution is seamless to include sections that require adherence with proving the presence of a majority of the necessary quorum, as applicable.
- With action assignment and action tracking features, the solution helps the Board of Directors and the Company Secretary to assign different activities based on the board meeting proceedings.
- Dess helps executive assistants and note takers to automatically take notes and easily capture reviews, and circulate board meeting minutes, as well as tag related tasks.
- Board of Directors can easily access minutes on the go and also participate in the minutes approval process through various easy-to-use and intuitive means.
- The Corporate Secretary can receive real-time updates from the Board of Directors for the finalization of minutes which helps to conclude the cyclical activity of minutes of meeting swiftly in addition to collaborating with different teams for the minutes activities.
By using a complete board meetings solution such as Dess Digital Meetings, Board Members and the Company Secretaries can easily prepare, collaborate, circulate and finalize minutes of meetings. The corporate secretary can easily integrate Dess Digital Meetings with their existing board meetings and minutes management. Additionally, Dess provides a unified solution for all board meetings & committee meetings requirements:
- Dess includes a robust agenda management & meetings management module. Meeting administrators and executive assistants can edit the board meeting agendas and switch items at the last moment without the hassle of refiling.
- Dess provides a complete paperless board meetings experience that can be used across various devices such as smartphones, tablets, and laptops. It is also very easy and intuitive to use.
- Dess comes with a flexible maker-checker system with digital signature integration to ensure all meeting agendas and documents can be verified on the go
- With intuitive Annotation features, the Board of Directors, CXOs, Leadership, Attendees, and General Counsel can scribble on meeting documents with confidentiality and privacy. Their “notes” can be saved not only on the document but also as a whiteboard to explain their viewpoints.
- Be it draft minutes management, note taking, attendance management, circular resolution, or board evaluation among other activities, Dess Digital Meetings software is easy to incorporate into existing systems and processes. It has a very short learning curve and feels intuitive to use.
- For board-level collaboration or voting needs, Dess offers various customizable facilities to help board members vote and engage.
Dess Digital Meetings will make the preparation of minutes of meetings much more efficient. Time-consuming minutes management and other painstaking meeting processes become easier with better preservation of past, present, and future meeting documents. Last-minute changes can be accommodated with ease and with secure access anytime, anywhere, even when offline to manage volumes of board meeting documents effortlessly.
To know how Dess can help you prepare minutes of meetings more effectively, please write to [email protected]
Dess Digital Meetings – The Trusted Meetings Solution Used By The Leading Boards