Minutes

Blog

17 December 2018

What and how much should you record of a meeting? Supervisory boards often worry about this. Do you merely use a list of resolutions or should everybody’s comments be recorded in more detail? First of all, the long-standing GiGo principle applies: ‘Garbage in, Garbage out’. If the content of the meeting is, to use a popular term, ‘rubbish’ then good minutes are a utopia. Hence, good minutes start with a good meeting.

A good meeting is impossible without proper preparation. Hence, good minutes start at least four weeks prior to a meeting with the compilation of the agenda. In this respect a number of items for consideration are important. The agenda of a supervisory body, like a Supervisory Board, does preferably not include operational matters. Preferably place strategic subjects on the agenda. You supervise more effectively by looking ahead. Where do we want to be in one, two or three years, what improvements are being planned and why; how is this dealt with? Do not handle communications received, and neither go through the minutes of the previous meeting together and do not handle subjects that were not placed on the agenda. This all takes precious time and almost always gives cause to endless discussions about subjects that are entirely irrelevant.

 

“Missing or bad minutes have already crucified many directors and supervisors”

This does by no means imply that the communications received and the minutes of the previous meeting are not important. It only means that they should not be discussed during the meeting. Every party entitled to attend meetings can be sent these kinds of documents and subjects. They can make written comments about this prior to the meeting. Potential questions can be answered by the board in writing prior to the meeting. If this results in a subject that should yet be discussed in the meeting then it can be placed on the agenda at the latest three days prior to the meeting. Are you not on time? Too bad! Well, that already tidies things up. 

Now, the minutes. Many businesses cut back on the minute-taker. ‘Aw well, Jane or John can do this’. With all due respect for all excellent secretaries in the world, drawing up good minutes of a meeting is a high-quality job. The best employee should be trained separately for this. Cutting back on this is very risky.

In these days minutes of meetings of many years ago are still used as the formal report of what occurred during the meeting. Regulators want to see minutes and the minutes of meetings also play an important role in civil and inquiry proceedings. The same applies to liability proceedings. Missing or bad minutes have already crucified many directors and supervisors.

What should and should not be included in the minutes? A list of resolutions is no longer enough. The chairman of the meeting must see to it that resolutions are adopted and that the minute-taker knows how they must be recorded. In addition, it must follow from the minutes whether serious discussions were held about certain points and the most important reciprocal arguments must potentially be recorded. Whether this is required or appropriate depends on the relevant subject. This is also something that the chairman should clarify to the minute-taker per item on the agenda. And then the most important thing: discuss the minute-taking during the meeting, agree on a meeting protocol and all comply with this. The subjects for this protocol have already been discussed above: good preparation of the meeting, agreement on the format of the meeting, a clear role and responsibility for the chairman, an excellent minute-taker and arrangements about the format of the minutes. The protocol itself should, as part of the self-evaluation process of the Supervisory Board, also be discussed and, where required, adjusted at least once a year. As duly noted!

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Do you have a question about corporate governance? Please email it to governance@ekvandoorne.com and perhaps your question will be discussed in the next blogpost.