Writing minutes for a board meeting is a deceptively difficult and time-consuming task. It is often undervalued, especially by executives.
Board meeting minutes capture what was discussed and decided during a meeting, what actions must be taken, who must take them and when. However, minutes are not just an administrative formality, but are in fact a vital aspect of any board meeting. Good minuting is considered as an important and very specific skill for board secretaries.
This article provides board secretaries and directors with the best practices regarding developing board meeting minutes. Furthermore, you will be provided with expert insights from executives from a variety of industries.
‘’The board meeting minutes should be the single source of truth, and should be a complete, self-standing record. 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.’’
– The Governance Institute
Skills required for good minute-writing
According to research among several governance professionals across a variety of industries within the UK by The Governance Institute, there are a number of skills that a board secretary should possess in order to write good board meeting minutes.
Key skills of a good minute-writer 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;
- the confidence to ask for clarification or for the decision to be spelt out; and
- the confidence to stand firm when someone asks for you to deviate from what you actually recorded.
Furthermore, keep in mind that board meeting minutes should be written with a business focus approach and should be clear and accurate. As a board secretary you should have a good understanding of the business and the responsibilities of the board. As well as a sufficient understanding of the legal and regulatory requirements regarding minutes for board meetings in your specific industry.
Content of the board meeting minutes
So what kind of content should your board meeting minutes include? Like mentioned before, the minutes should evidence the tasks that board members have to carry out on behalf of the organisation, as well as the outcome of decisions that had to be made during the board meeting. They should document both the decisions and the discussions that led to these decisions and sufficient background information.
Besides that, a well-prepared format, derived from the agenda, ensures you can aim more focus toward what is being said during the meeting. This contributes positively to the quality of your minutes.
Every organisation is different, but usually a format contains the following:
• Date, time and location of the meeting;
• Names of the attending and absent board members;
• Topics that are discussed;
• Decisions made about all the topics;
• Action plans and a division of tasks;
• Documents or handouts enclosed with the agenda should be included in the minutes; as well for those who were unable to attend the meeting;
• Date, time and location of the next meeting
Although the tone of voice is different within every organisation, writing in reported speech has some advantages.
• It depersonalises the minutes and provides consistency
• Clear, concise minutes with the avoidance of ambiguity is the most important thing and the convention was established for good reasons
• Mixing tenses causes confusion.
Formulate clear plans of action
Actions drive your board and company forward. That’s why you should include action plans in your minutes. This way the board members involved know exactly what is expected from them once the meeting is over. Deadlines become clear and there is a better overview of the division of tasks. Stick to the following 3 guidelines when making the action plans.
• Who takes the action?
• What are the tasks that are part of the action?
• When should the action be finished?
Keep it concise and be specific, but don’t abbreviate instructions. Otherwise, board members no longer understand what was meant.
Capture what’s important
When you are writing minutes, there are 4 main areas of the conversation you have to capture:
• What was the topic?
• What was decided?
• What action plans were made?
• To which board member(s) do(es) the action relate?
A lot is being talked about during a meeting, so stay close to the areas above. Try to filter the important and substantive conversations and leave out the irrelevant chats. Make the minutes easy to read by making a clearly structured document. Avoid ‘he said, she said’ dialogues, unless it is really relevant to what was being discussed within the board meeting.
Distribution of the board meeting minutes
24 hours after a meeting you can still remember 90% of what was discussed, according to the Ebbinghaus Forgetting Curve. After 48 hours that percentage has dropped to 70% and after 3 days you only remember 40%. Therefore, for the quality of your minutes it is important to complete the final version of the minutes as soon as possible after the meeting. To prevent possible mistakes you can ask someone to proofread the minutes before you distribute them to all the board members.
When writing board meeting minutes, keep in mind that the minutes will be distributed both internal and external. A lot of organisations within the public sector, such as the NHS, have to be completely transparent and publish board papers and meeting minutes on their websites. For board secretaries it can be difficult to meet the requirements of writing board meeting minutes that are appropriate for the board itself and contain possible sensitive information, but also produce meetings that are appropriate for a broader public.
Besides meeting these requirements, it is important that the meeting minutes, documents and sensitive information that is discussed during the board meeting, are only accessible by the right people. Some documents require distribution with restricted access or a ‘view only’ accessibility. Other documents should be accessible or editable by several board members.
There are a number of different approaches to distribution regarding accessibility:
- Electronically – i.e. by email, password protected PDF etc.
- Access to the hard copy minute book
- Password protected board portal
A growing number of organisations within the NHS and public sector within the UK are transforming their operations from paper to digital. This means that board meeting documents and minutes are not distributed hard copy, but digitally. However, distributing board documents and minutes through email is not always safe. Therefore, the most sufficient way to distribute board meeting minutes is a board portal. A board portal grants access to meeting documents only for those who need it, but accessibility is secure and is provided anywhere and everywhere. Furthermore, the board meeting minutes are distributed through the cloud, so no email sharing is needed. This saves a lot of work and time, because you can automatically assign actions and decisions to the meetings’ participants before, during or after the meeting. A board portal provides you with an easy and safe overview of all the actions and decisions concerning the board meetings.
Every organisation is different
The above described guidelines are meant to facilitate board secretaries in structuring their board meeting minutes. However, keep in mind that every organisation is different and therefore requires a specific approach. Context is always important and each organisation and each board prefers their own minuting style. Board meeting minutes should reflect the organisation’s and board of directors’ style. In the end it’s up to the board how they would like to have their meetings recorded and the minutes distributed. It should always be in the best interest of the board to make their board meetings as effective as possible. And the effectiveness of a meeting is facilitated by tools such as a board portal and an effective meeting agenda, which also make the minute-writing more easy for board secretaries.