One of the most traditional roles of a secretary to a governing body or other grouping is to take down a record of the proceedings of a meeting. Though the age-old traditional role still subsists, the discharge of the role has undoubtedly changed with the modernization of the overall functions of the corporate secretary.
From the outset, I wish to point out that minutes of meetings are a record of the business activity of an organization. What this means is that they should generally be a reflection of the substantive business transacted, the salient points of the matter under consideration, context in which the items were deliberated including observations and substantive comments, guidance, directives and conclusion of matters.
Minutes of corporate meetings differ from the parliamentary Hansard or court proceedings records where far more detail is given. For instance in the Hansard, a record of laughter and applause is recorded as per the parliamentary procedure. The record of minutes are expected to be a summary of the transaction of business with sufficient detail and reference necessary for the actors and third parties such as external auditors to identify with the actual proceedings in terms of submissions, decisions and action taken in that regard.
It is also worth noting that minutes of meetings are accountable documents and may be the difference between a qualified or unqualified opinion from external auditors who would examine them for evidence of approvals for certain activities and compliance with regulation. In my career, I have come across points of view to the effect that minutes are just a formality and do not require too much attention from the group that is expected to “confirm them”. We are reminded to recognize and accept that the role of the secretary is to generate a “draft” of the record of proceedings for the governing body to confirm as an accurate account of the proceedings of the meeting. What this means is that once approved, ownership of the confirmed minutes moves to the governing body who are individually and jointly liable for the contents. The secretary is then the custodian on behalf of the governing body. Minutes are not just a formality but a reflection of the commitment of the governing body to the execution of the mandate given to it by the share owners to manage the company and promote its success.
The manner in which minutes are taken has also evolved over the years with the advent of technology that is designed to make the process more efficient. This is a good thing, especially that the role of the modern company secretary now goes beyond that of a scribe for the governing body. A company secretary now has pronounced executive and corporate governance functions and responsibilities. He/she should have attributes that assist in driving the strategic objectives of the organization such as leadership, analytical skills, teamwork, professional competence, business understanding and so on. The introduction of online Board Meeting Portals and audio recording of proceedings (with express permission from each participant) has helped the company secretary with efficiency and accuracy. However, my view is that the positive strides mentioned above do not take away the solid principles upon which this activity is founded. There is still a requirement for salience and relevance in the official record and the responsibility for them remains as traditionally coined.
As a governor, it is important to ask yourself the question, “Just a minute…what’s in these minutes?” before you raise your hand to signify your proposal to move to confirm the record as a true reflection of the proceedings.
To the secretary, keep perfecting and refining the art of generating an acceptable draft of the key document called “minutes” and keep your eyes and ears peeled and squeaky clean respectively, for the exercise!
Thank you.
