Writing Minutes For Board And Committee Meetings

Download Writing Minutes For Board And Committee Meetings

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<ul><li><p>Sharon DitchburnThe Art and Science of Writing Board and Committee Minutes</p><p>The Webinar Will Start Shortly</p></li><li><p>HousekeepingSlides will be available on our SlideShare page; the link will be emailed to you</p><p>Recording of the webinar will be available to download; the link will be emailed to you</p><p>Take the time to complete a post-webinar survey that will pop up at the end</p><p>You can type your questions throughout the session</p><p>Time will be allocated in the end for the speaker to address your questions</p></li><li><p>Your Speaker Sharon DitchburnQualificationsLLB &amp; Certified Practising AccountantMBA specialising in Corporate Governance &amp; EntrepreneurshipRepresentation Member, Australian Institute of Company DirectorsMember, Mudara (Institute of Directors)Fellow, Institute of Chartered Secretaries &amp; Administrators (UK)Fellow, Chartered Secretaries AustraliaMember, Australasian Compliance InstituteMember, Steering Committee of ICSA Gulf ForumMember, Australian Society of Certified Practising AccountantsMember, Association of Certified AML Specialist (USA)Distinguished Fellow Hult University</p><p>*</p></li><li><p>Legal requirements and liabilityTaking minutes and formatDissent and special director issuesTechnology issuesApproval, amendments and mistakesFollowing upRetention/destruction, storage and controlAccess to minutesSpecial issues</p><p>*Talking Points</p></li><li><p>*1. Legal Requirements</p><p>JurisdictionLawMeetingRequirementsUAE onshoreCommercial Companies LawPJSC AGM Art 133Names of shareholdersNumber of sharesNumber of votesResolutions madeGist of discussionPJSC Board meetings Art 108Minutes entered into a special registerPresent Directors &amp; Secretary to signDissenting Director may enter objectionLLC AGM Art 251An adequate summary of minutesEntered into special register at HODIFCCompanies Law No.2 of 2009All s.72Cause minutes of all proceedingsEnter into books kept for that purposeNames of Directors presentOnce signed, is evidence of proceedingsDeemed duly held and proceedings duly taken place</p></li><li><p>*Damas extract - DFSA E.U. 2010</p></li><li><p>REMEMBER:</p><p>*The WHOLE Board is (prima facie) responsible for the recorded discussions and decisions, so take care to record them properly, promptly and succinctly!!</p></li><li><p>*2. Good Minutes will:Have resolutions which can stand on their own and still make sense years laterEvidence that directors have fulfilled their duties to make proper actions and decisionsAppropriately record issues on which the board disagreed or could not reach a decisionEvidence compliance with the applicable laws, regulations and codesHave few amendments in draft stageEnable management to understand and rely their instructions</p></li><li><p>*Format (1)Type of meeting Location, date and meeting number Attendees, including: Status Style and duration of attendanceOpen and closing times (even if different to notice/agenda)Quorum, movement in/out of meeting (including directors/attendees, time)Major headingsSub parts for separation of issuesNumbered paragraphs for ease of reference</p></li><li><p>*Format (2)Acronyms and InitialsProposed resolutionsALWAYS have in draft form so as to not legally pre-empt the meetingVoting and absentions should be recordedSignatures depending on legal requirementsResolutions4WH What, Why (limited), When, Who, HowAgenda/Board PacksMinutes should cross-reference clearly with Board packsMinutes follow the course of the meeting, do not re-arrange to follow the agenda/board pack</p></li><li><p>**During the MeetingClarifications Do interrupt politely to ask the Chairman or Directors during the meeting to clarify any terms or issues</p><p>Order of meetingIf the same issue is repeatedly discussed, note in the minutes that the issue from section xx was revisited and further discussions held.</p><p>Addition of items to the agendaNew issues/documents may be added to agenda items.Do make a note in the minutes, including reason for late addition</p></li><li><p>*Recording decisions when information is incompleteConjecture / Guesses by the Board Board may specifically record where information is lacking and reasons why, and state whether or not they believe it is appropriate or required to make a decisionBoard will discuss the likelihood/risks of taking such decisions debate remains over how much to record</p><p>Request for more informationDo record what additional information is requested by the Board, as this will be critical for follow-up and accountability.Determine if a subsequent meeting/circular is required.</p></li><li><p>*Practical Writing IssuesStyleWritten in the third personObjective and not personalisedLimit reference to individuals.</p><p>TimingBudget around the same length of meeting to write the final minutesFirst draft around 3-5 days after the meetingTake care with words such as adjourned</p><p>Fact checkingDO NOT duplicate board pack information Fact check with management whilst writing the minutes, but do not adjust minutes if management made a mistake in the meeting</p></li><li><p>*Communication to ManagementImmediateManagement usually in attendance so know decision, may wait for formal communicationChair sometimes requests a resolution list immediately after meeting, which is signed and distributed difficult to achieve for normal meetingsDrafting of resolutions in advance</p><p>Usually deferred until draft minutes are relatively certain, </p><p>May have a deemed approved periodCEO or Company Secretary may have formal communication process, although usually by email now</p></li><li><p>**Dissent &amp; ObjectionsConflicts of Interest</p><p>JurisdictionLawMeetingRequirementsUAE onshoreCommercial Companies LawBoard meetings Art 108Minutes entered into a special registerPresent Directors &amp; Secretary to signDissenting Director may enter objectionArt 112Dissident directors held harmless if they enter objection in minutes.Absent directors held liable unless proven not aware or not able to protest.</p><p>JurisdictionLawMeetingRequirementsUAE onshoreCommercial Companies LawBoard - Art 109Notify conflicts of interest and enter in minutes</p></li><li><p>*Recording Dissent, Conflicts &amp; Unusual SituationsGood Boards/Chairs promote active discussion and debate, not all of which needs to be verbatim recorded</p><p>Conflicts of interest MUST be recordedBoards decision on treatment, absence from discussions, and voting exclusion/abstention</p><p>Purposeful Dissent</p><p>Ongoing dissentLiability: todays dissent may be reversed by agreement or lack of action tomorrow, so dissent may not be forever.</p></li><li><p>*Electronic AidsRecorders voice, video, webBest practice NOT advisableBenefits:Technical conversationsLong intense meetingsDangersTreatmentConsent from all participantsAcknowledgement that only 1 recording being madeTechnology issues</p><p>Tendency to fail at critical times, so never assume that the recording is working ALWAYS TAKE MINUTES</p></li><li><p>*Amendments and MistakesAmendments without subsequent resolution ONLY for clerical errors (eg, typos in names)</p><p>ALL other changes must be acknowledged in subsequent Board meetings, and fresh resolutions made.Cannot re-interpret the past</p><p>Do NOT allow standards to slip once you allow changes, it creates a new line in the sand which will only create problems</p></li><li><p>ExtractsUsually for quick moving items, eg, bank signatories</p><p>Generally from approved minutesSpecifically note that the document is an extract, with the meeting detailsPreference to include the written section in and include the original paragraph numbers</p><p>If minutes not yet approved, seek Chairmans approval before sending</p><p>May be suitable for Company Secretary to sign</p><p>Retain a copy with the Minutes</p></li><li><p>*REMEMBER:Much of what goes on in the Boardroom, STAYS in the Boardroom.</p><p>Not to be recorded:Heated discussions Personal disagreements and power strugglesComplaints about being out-votedPerson by person statements, unless agreedLibellous statementsJokes, gossip, inappropriate terminology/statementsAdmissions of liabilitySecond language conversations ??</p></li><li><p>*Access to minutes</p><p>JurisdictionLawMeetingRequirementsUAE onshoreCommercial Companies LawPJSC AGM - Art 170Shareholder may inspect company books and documents permitted by the Board or AGM.Court may instruct specific information not detrimental to Cos interestsLLC AGM Art 251An adequate summary of minutesEntered into special register at HODIFCCompanies Law No.2 of 2009S.72Shareholder access to shareholder meeting (GM) or class minutes</p></li><li><p>*Approval and Follow upMinutes approved in the following meeting</p><p>Resolution registersElectronic board portals - GOODShare point systems - OKAYExcel spreadsheet with action headings OKAY</p><p>Accountability for each resolution should be clear, and that person is responsible for updating the Board</p></li><li><p>*Storage, Retention &amp; Data ProtectionStorageHead office, registered office originals, in format as per law (book, sleeves, etc), number controlOther electronic/physical copies but under controlHINT: always work with copies, never take originals out of the main storage</p><p>RetentionUnlimited years for signed minutesImmediate destruction of drafts, recordings, etc.Keep separate from Board Packs, Shareholder meetings and other</p><p>Data Protection laws will apply personal data </p></li><li><p>Thank You</p><p>***Optional:Time spent on each matterWhich stakeholders have been considered in the decisionsIn Camera or side meetingsMay/may not not record formal minutes up to Board Record formal actions from these meetings, if delegated power existsFindings or recommendations may be referred back to the full BoardIndemnifications and exclusionsBoards cannot legally exclude courts from considering other documentation by resolutionCannot resolve to breach laws or evade responsibility </p><p>*At directors request, minute their dissent AND reason for dissentDissent without dragging the Board into a vicious cycle</p><p>*Lack of attention to quality of meeting/resolutionsRepresses valuable discussion on risk and adverse/contradictory ideasTendency for Directors to repeat to be on record Loss of control of record of the meeting as courts can subpoena all existing records, even if not held by a company Loss of data to third parties</p><p>*If already approved at Board meeting, only for a limited time later + confirm with ChairmanErrors in minutes = poor minute writing + poor reviews by Directors</p><p>**</p></li></ul>

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