Every Company Secretary will tell you that one of their least favourite things about the job is drafting minutes. However, the Companies Act actually lists “ensuring that the minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors are properly recorded” as one of the duties of the Company Secretary (section 88).
Capturing the content of meetings correctly without producing a verbatim script is key. Well-drafted minutes should clearly evidence decisions taken by the Board. They should show that reasonable discussion took place on a matter, that the Board members discharged their fiduciary duties in terms of the matter to be decided and further, they should record any dissenting votes on a matter. Once adopted by the Board and signed by the Chairperson minutes are evidence of the proceedings at that meeting and of resolutions adopted. They provide the most important historical record of how and why decisions were taken by the Board. As seen by recent events in the news (e.g. Steinhoff) its imperative that the Board be in a position to defend its decisions and prove that it acted in good faith with the best interests of the Company in mind. Concise and accurate minutes are a key factor in assisting the Board in this regard.
By Amber Hensberg