One of the most important duties of the corporate secretary is taking boardroom meeting minutes. Corporate secretaries may have a clear job description, but they’re often regarded as the jack-of-all-trades and master of everything. The reality is that the corporate secretary’s duties and responsibilities vary according to the needs of the company.
All corporate secretaries play a central role in managing governance for the board of directors and the corporation. The corporate secretary is usually the person who steers the board toward best practices for corporate governance and helps them to meet their fiduciary duties. Shareholders typically expect that the corporate secretary will help to meet their expectations. Essentially, the corporate secretary is the overall “go-to” person who gets things done or knows how to get them done.
Because many of a corporate secretary’s duties rely on getting information from others, following through is often difficult when board directors and others are not timely or cooperative in responding to requests. Here’s a look at some of the major “pain points” of taking meeting minutes and a look at how technology can streamline many of the tasks in order to alleviate some of the stress and frustration.
Taking Boardroom Meeting Minutes: What’s So Difficult About Taking Notes?
There’s no exact standard for how to take board meeting minutes. There are only basic standards and requirements. This opens up the debate over how detailed corporate secretaries should be in writing up board meeting minutes. Some prefer a highly detailed narrative of the meeting’s events, while others favor nothing but the facts, which means basically recording the actions and decisions of the board.
The Purpose of Boardroom Meeting Minutes
Knowing the purpose of the meeting minutes places a lot of pressure on the corporate secretary. The purpose of the meeting minutes is to provide an official record of the board’s actions and decisions, as well as to provide a record of the deliberations that led those actions and decisions.
The reason that the board needs a legal record of the matters they discussed is because the minutes could be used in a court of law to defend the board against any legal matter. The outcome of a case could well depend on how carefully the corporate secretary keeps the minutes and how well the secretary documented the deliberations.
Well-written meeting minutes can prove that board directors are meeting their fiduciary duties individually and collectively. Conversely, poorly written minutes won’t provide a court or legal teams with the facts they need to defend the board and their actions successfully.
How Meeting Minutes Protect Boards
Board directors are charged with exercising their powers and duties by acting as any ordinary person would in a similar situation, being honest and acting in good faith.
The corporate secretary carries the responsibility for making sure that board directors don’t discharge their fiduciary duties or general duty of care. Case law on this matter states that directors can be found liable for actions and decisions they made before discharging their duties or general duty of care.
Duty of care means that board directors must perform due diligence on all matters before making decisions or rendering judgment.
Minutes represent the official record of board meetings, and when documented properly, they can be instrumental in showing how a director exercises judgment. Responsibility falls on the corporate secretary to record the minutes in such a way that proves that board directors are meeting their fiduciary obligations.
Through case law, Canadian courts have determined that board meeting minutes are considered to be prima facie evidence of actions that took place. The individual who challenges the accuracy of the meeting minutes bears the burden of proof that the meeting minutes are not accurate or valid. Well-written board minutes that show how board directors made decisions are the first line of defense in legal matters.
Canadian cases also demonstrate where the board directors instructed their officers to take certain actions and the officers didn’t follow through. In such situations, the minutes would have shown that the board instructed the officers to take certain actions.
Recording How the Board Arrived at Decisions
In addition to recording the actions and decisions of the board, courts may subpoena meeting minutes for court cases, so they can better understand how boards arrived at their decisions. This places a lot of pressure on the corporate secretary to get it right because it will show the judge whether the board exercised duty of care when they made their decisions. Nothing in court is certain, but courts are likely to rule in favor of a board that made reasonable and prudent decisions in good faith.
Another pain point for corporate secretaries is having to note the time spent on each agenda item and the time for the entire meeting. While this is a painstaking process for them to perform manually, it protects the board because it shows a court how much time the board took to make decisions.
How Diligent’s Minute-Taking Software Relieves Corporate Secretarial Pain Points
What many corporate secretaries are finding is that technology can help to relieve the burden of making sure that meeting minutes are accurate, timely and accessible. Diligent Minutes, part of the Governance Cloud ecosystem of products, is a software program that makes it easier for minute takers to multitask as they listen to speakers and record meeting minutes so that they can capture all pertinent information and document it properly.
Diligent Minutes organizes the fields so that corporate secretaries can get to the section they need in seconds. It also gives them the flexibility to move sections around to suit their style of minute-taking. The ease of the program makes multitasking a breeze. Corporate secretaries can easily listen to the meeting while taking notes and filling in the sections quickly.
The software records board meetings, which solves two of a corporate secretary’s pain points. They can go back and review any information to make sure of the wording. Also, the recording stands as a record of how much time the board spent on each decision.
Diligent Minutes also documents the fact that the corporate secretary assigned tasks to board directors and sent periodic notifications to follow up on them. This moves the burden of proof from the corporate secretary to the individual directors who are responsible to complete tasks.
Diligent Minutes also contains a record of meeting discussions that take place about meeting compliance issues, in case they ever come into question.
Most importantly, security and confidentiality are high-level priorities for all boards. Diligent Minutes incorporates the same state-of-the-art security controls that Diligent uses for all of its software products. Corporate secretaries have the peace of mind of knowing that the data they create is highly protected and secure. With Diligent Minutes, the pressure of forgetting to include things, gathering information from others, maintaining accuracy, and keeping minutes and communications secure simply disappear.