Q&A with Governance Institute

What approaches do people take to taking minutes in meetings given the potential for discovery in litigation. For example, do people handwrite their notes or do they type them? What versions do people typically retain?  

It is important to adopt and consistently apply a document management and retention policy. These policies typically address what documents are required to be retained and in what format, and when they may be destroyed. They should also cover material in any board portal and address the status of draft minutes and handwritten notes. Companies may also wish to consider seeking legal advice to ensure that the policy is consistent with obligations to preserve evidence for actual or likely legal proceedings.  

There are a range of approaches to taking notes in board meetings. Some company secretaries take handwritten notes during the board meeting which they use to prepare the draft minutes. Many company policies require destruction of handwritten notes once draft minutes are in existence, or the minutes are approved by the board.  

Other company secretaries use devices for note taking during the board meeting which are then used to prepare draft minutes. Given concerns around the size of the digital footprint, some companies now organise for directors operate in a secure IT environment and draft minutes are prepared in a shared drive which directors can access. The chair and the directors can provide comments on a single draft of the document. When using a device to take notes during a board meeting it is important to remember that minutes should not be a transcript of the meeting but should capture the board’s decisions and the material reasons for those decisions concisely and accurately and record what actually happened at the meeting. Minutes should be written in such a way that someone who was not present at the meeting can follow the decisions that were made.  

For more information about board minutes see – Joint Statement on board minutes (2019) Artificial Intelligence (AI) and board minutes, 2024.  

How often do boards typically have non-executive director (NED)-only sessions?  

Most companies hold NED-only sessions at some point during their board meeting cycle. How often and who is involved will depend on the frequency and length of board and committee meetings and the size of the company. Most companies provide time on the agenda for a NED-only session at each meeting. In large companies which have multiple days of board and committee meetings in each meeting cycle a NED-only session is generally included on the agenda for each cycle of board and committee meetings. These sessions can take up to 90 minutes over a two-day period. Some boards schedule these sessions on the first day of a two-day program, others at the end of the two day program or at the end of the first day. In most companies the CEO will attend at least part of the NED only session. The company secretary often attends NED only sessions, but this will depend on the chair’s and board’s preference. Where the company secretary does not attend NED only sessions it is prudent to check with the chair at the conclusion of the session whether any matters arose which should be captured in the minutes.