Minute taking and its significance in corporate and non-for-profit entities has been highlighted through the recent Hayne Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.
As a basic yet crucial aspect of administration for businesses of all kinds, there has typically been a lack of attention paid to how it should be undertaken, with errors or gaps are usually only brought to light during inquiries or hearings of misconduct.
Operating in partnership with numerous entities and boards, The Association Specialists would like to highlight the core purposes of minute taking, the processes involved, some recommendations regarding administrative best practice, and some examples of systems for efficiency.
Please note – There is no ‘one-size fits all’ approach to minute writing, hence the following points should be taken as principles-based rather than prescriptive.
Purpose & Significance
There are several definitions regarding the purpose of minute-taking. Arguably the most comprehensive explanation is provided by Peter Swabey from ICSA, who noted:
“The purpose of minutes is to provide an accurate, impartial and balanced internal record of the business transacted at a meeting. They 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. In simple terms, their purpose is to record what was done, not what was said, but with enough context to give assurance that it was done properly” (Swabey, P. ICSA 2016).
Or a more concise definition provided by ICSA in the United Kingdom:
‘Taking minutes of meetings is administrative good practice, creating a record of what has been agreed and by whom; and of what is to be done, by when and by whom.’ (ICSA UK)
Minutes are of vital importance for any association, providing Board members with legal protection in the case of lawsuits or audits. It also provides a history of decisions made, by whom and for what purpose, effectively enforcing a degree of corporate memory and history of strategic decisions.
Planning – Preparation is vital to effective minute-taking. Be sure to know who will be attending, the points to be discussed and in what order (a meaningful agenda).
Below is a list that we believe are essential aspects to consider:
- Timing and location of meeting;
- Purpose of the meeting and agenda items;
- Names of present and absent attendees;
- Key resolutions;
- Action items and responsibility; and
- Details for next meeting.
Minute Taking Tips
Template – Create a clear outline or template based on the agenda to make it easier to classify information and note down decisions and action points under each agenda point as the meeting progresses.
Be selective – listen and note key points of the meeting in place of recounting all of what was said. Be sure to take clear note of the decisions, assignments and action steps.
Ask for clarity – If a point is unclear, don’t be afraid to ask for clarification! There will often be times when the Board moves on to the next topic of conversation without having reached a clear, definitive decision. Don’t be afraid to ask the Board to clarify the decision.
Record it then Destroy it – If you are concerned about missing key details whilst note-taking, it is not necessarily bad practice to record meetings. It is imperative however, that participants are aware they are being recorded. The Association Specialists would suggest destroying all documents other than the officially approved minutes.
Less is more – The saying that less is more is certainly true when undertaking minute taking. Unless there is a clear expectation from your organisation to take more detailed minutes, you should not attempt, nor be expected to capture all the information from a meeting. Focus on capturing the resolutions, motion results and action points (Gaiku 2017).
Consider this – If you choose to record meetings, be aware that this may come at the cost of open discussion on the behalf of directors and Board participants (Governance Institute of Australia).
Systems for Efficiency
There are a wide variety of software packages that can significantly reduce time spent on preparation, distribution and to help prompt the follow up of action points. A great example of this is Our Cat Herder, though there are numerous purpose-driven programmes that could make the processes of Board meetings far more efficient.
If you are interested in learning more, though slightly dated now, listen to ICSA’s podcast on Minute Taking presented by Peter Swabey, Policy and Research Director. If you are interested in their full paper and data, download the PDF here.
Alternatively, if you would like hands on learning and information, visit providers such as the Governance Institute of Australia for practical courses and continued professional development opportunities.
Jack Slater – Business Development Manager