Best Practices for Boardroom Meeting Minutes

Nicholas J Price
6 min read
One of the biggest and most important reasons for good governance is to ensure that boards are accountable and operate in the best interests of shareholders. A common complaint among board directors is that governance generally takes too much time. Many board directors believe that practices and procedures that help them to document the board's actions and discussions could be better streamlined to allow more time for board discussions.

Board meeting minutes are necessary to memorialize what the board decides, what actions the board needs to take, who takes responsibility for those actions and when those actions need to be completed.

Templates for meeting minutes save time. Electronic software systems like Diligent Corporation's Meeting Minutes software save even more time. In addition, digital tools for minute-taking set things up nicely so that the minute-taker is highly prepared to take accurate, timely notes. Digital minute-taking software also helps the other officers and board members to be better prepared for meetings.

Best practices for boardroom meeting minutes begin well before the meeting, but they don't stop there. Best practices continue throughout the meeting and throughout all of the follow-ups that need to occur before the next meeting. Meeting minutes must be accurate, organized and formatted consistently.

Best Practices for Minute-Taking Before Meetings

Best practices for minute-taking begin in the weeks before a board meeting. Most minute-takers agree that they spend a little more than half their time in preparing meeting minutes in the weeks and days before the board meeting. The pre-meeting work lays the foundation for a successful meeting.

Electronic board portals are becoming the norm and there are plenty of reasons to support the notion that board portals support best practices for good governance. In much the same way, digital tools for minute-taking support best practices for boardroom minute-taking.

For example, best practices require accuracy, timeliness and a consistent format.

The design of Diligent Minutes incorporates a consistent format that automatically organizes the necessary fields. The software prepopulates all of the pertinent information, including the date, time and location of the meeting. To aid in documenting attendance, the software prefills the attendees and lets the minute-taker make adjustments as members RSVP or arrive during the meeting.

One of the most important parts of meeting planning is to construct an effective agenda. Directors should be able to add items to the agenda at any time up until the meeting. Minute-taking software lets corporate secretaries and board chairs make late changes to the agenda while keeping board members fully informed.

Electronic solutions allow board directors to have easy and secure access to board papers, with the ability to store earlier papers safely, securely and confidentially, as best practices require.

Preparing the agenda is generally a joint effort between the board chair, the secretary and the CEO. Board meeting software allows them to add late-breaking items to the agenda, or to remove items from the agenda due to time constraints, while keeping all board directors in the loop. The software also documents full board presentations, which is important because board presentations usually just include a summary of the report because of time constraints.

Best practices require board chairs and CEOs to agree on an annual schedule of agenda items to ensure that the board covers all routine operational and strategical issues. Operating on an annual schedule also helps boards to strike the proper balance between internal operations and external governance issues.

Diligent's minute-taking software is a flexible program that allows minute-takers to move sections around so their agenda has the most efficient flow. This customized feature also affords minute-takers the ability to move quickly and seamlessly between sections of the agenda. Diligent Minutes also supports accuracy by automatically recording the starting and ending times of the meeting. It can even record the amount of time board members spend discussing each agenda item, which may become important if someone later challenges the board's decision-making.

Minute-taking software also supports best practices because it provides a way for board members to arrive at every meeting fully prepared. The software provides an avenue for them to get last-minute changes to the agenda and late-breaking reports even up until minutes before the board meeting.

Best Practices for Minute-Taking During Meetings

The past meeting's agenda typically drives the current meeting's agenda. Board minute-taking software makes it easy to access the past agenda to serve as a basis for developing new agendas with room to mark each item for discussion, information or decisions.

Regulatory requirements require proof of board compliance. Minute-taking software easily documents the board's discussions about compliance and the actions they agreed to take to remain compliant.

Minute-taking software captures all actions and decisions of the board through electronic voting. Best practices require boards to demonstrate that they've spent enough time discussing agenda items to make well-planned decisions. Minute-taking software helps to document the amount of time that boards spend in decision-making. This requires boards to strike a balance between looking backward at past decisions and looking forward by making new decisions.

Best practices support the idea of board directors seeking outside counsel or advice from other business professionals as needed or requested. Minute-taking software helps to document situations where board members requested or sought expertise from third-party professional sources.

Best Practices for Minute-Taking After Meetings

Board directors are more likely to follow up on tasks that take less time than they anticipate. As the board discusses various agenda items during the meeting and agrees on who will take responsibility for following up on them, minute-taking software creates an automatic workflow that lets minute-takers oversee tasks to completion. Automatic notifications take care of regular electronic reminders to board members, so they know when other board members have completed their assigned tasks.

Additionally, minute-taking software lets the minute-taker create a document of the past meeting minutes that the board approved and circulate it to the President and the Board Secretary. The system stores the approved document safely and securely.

Considering that we live and work in an age where data breaches are constantly surfacing, electronic minute-taking solutions offer cybersecurity so that board documents and other information remain confidential. Diligent Minutes protects boards' work with strong encryption controls and state-of-the-art cybersecurity.

Board meeting minutes provide information about the performance of each agenda item using the proper length and detail in case they're ever requested for court use. Courts rely on detailed board minutes as part of a reliable defense, while plaintiffs' attorneys rely on them as needed for a clear offensive position.

Diligent Corporation's Diligent Minutes covers all of the necessary best practices for good corporate governance, with the added benefit of saving boards valuable time.

How to Take Board Meeting Minutes