One could argue that the drafting of minutes is regarded as more of an art than a science.
In this article, we share practical tips to assist with what some consider to be the arduous and daunting task of minute-taking, and to optimise your time and approach towards the effective drafting of minutes.
| Prepare properly for the meeting | Effective drafting of minutes actually starts well before the meeting takes place and within the preparation efforts for the meeting. Observe the following steps: Make sure to thoroughly review the agenda and contents of the meeting pack.Understand the basis for and nature of the forthcoming discussions.Grasp the reason for agenda items being discussed or presented.Familiarise yourself with the expected decisions, outcomes, or actions emanating from the discussions. Queries on meeting pack content should be resolved with the responsible persons prior to the holding of the meeting. |
| Prepare a template before the meeting | Preparation of a template or sometimes known as “skeleton minutes” will be a lifesaver when it comes to time management and the organisation of your notes during the course of the meeting. The template can also be pre-populated with agenda item headings and sub-headings; such as welcome, apologies, quorum. Also consider including anticipated actions or resolutions which may be called for or passed at the meeting. |
| Take notes during the meeting | Listen carefully and take notes which will assist you in focusing on important discussion points; actions and decisions taken. This will also assist you in giving timely advice. While taking notes helps you to remember discussions, you may need to add more details later.Establish the protocol for utilising meeting recordings as it can be a helpful tool in drafting meeting minutes, however, placing reliance on recordings only can be very risky. Sometimes recording devices fail and you may need to rely on your notes. You do not want to be in the position of depending on your memory or others’ recollections which may affect the accuracy of the minutes and delay the finalisation and distribution of the minutes.Also, depending too much on recordings may mean that you have to relisten to the entire meeting again which is not the most efficient use of your time. By balancing note-taking and making use of the recordings, you can effectively capture meeting details whilst minimising the risk of missing important information. |
| Write meeting minutes while you still remember | We’ve already pointed out the risk of solely relying on a meeting recording. Drafting minutes promptly is time-efficient and beneficial in that your memory is still fresh, making it easier to recall details and minimises the need to revert back to the recording. |
| Record Declaration of Interest | Directors have important responsibilities, and one of them, according to the Companies Act, is to disclose their interests at each meeting. It’s crucial that these declared interests are officially recorded in the minutes of the meeting. If, during a meeting, it’s discovered that a Director has a conflict of interest regarding a topic on the agenda, the Director needs to step out of the meeting. This action and the details of the conflict must also be recorded in the minutes. Including these details in the minutes helps the Director in the event that the Business Judgement Rule (see below) comes into play. The Business Judgement Rule is a legal principle that may be relevant in certain situations. |
| Business Judgement Rule | Remember, meeting minutes are a legal document. Following the advice given, there’s something called the Business Judgement Rule. According to Section 76(4) of the Companies Act, it’s crucial for understanding if Directors are fulfilling their duties and whether they might be held personally responsible if those duties are not met. As a minute-taker, it’s important to always consider the Business Judgement Rule and make sure it’s well-documented in the minutes. |
| Summarise Discussion | We all agree that taking notes during intense discussions can be tough, but it’s crucial to try and summarise complex talks, especially when they lead to specific decisions or actions by the Board. Summarising discussions in the meeting minutes is important for several reasons. First, it can help the Business Judgement Rule in court by showing whether Directors applied their minds in carrying out their responsibilities in making informed decisions. Second, it serves as a reminder as to why a decision or action was taken, which may be required if ever questioned at a later stage. To be a good minute-taker, it’s essential to be clear, concise, and straightforward in documenting discussions and decisions. |
| Record Motions and Resolutions | According to Section 73(6) of the Companies Act, any decision made by the Board during a meeting must be written down in the minutes. It’s really important to make sure these decisions and resolutions are recorded accurately in the minutes. It’s not just about jotting down thoughts or ideas; formal decisions need to stand out in the minutes, clearly distinguished from other discussions. |
| Capture Dissent and Concerns | On occasion, some Directors may not agree with a decision or may raise valid concerns about a matter requiring approval. . To follow the Business Judgement Rule and, if needed, assess Directors’ personal liability, it’s important for the minutes to include any concerns raised by Directors and note when there are votes against a decision. |
| Action Items | If in a meeting additional information or specific actions are called for in order for the Board to take a decision or reduce a risk, this must be recorded in the minutes and the matters arising in order that it may be, tracked for progress and formally reported on later. |
| Proofread | The minutes need thorough proofreading before they are considered complete. Since creating the minutes can be mentally draining, it’s a good idea to take a break before reviewing them. A helpful tip is to read the minutes from the bottom to the top. This change in reading direction can make it easier to catch small errors that might be missed when reading from the top down. It’s important to review minutes according to an established protocol. If there isn’t one, make sure to create it. Beyond just checking for errors, it’s important to carefully review the content of the minutes. Make sure everything from the agenda items, decisions, declarations of interest, dissenting views, to action items is accurately captured. Using the spell check tool is essential, and it should be set to South African English. |
| Send minutes out quickly | It’s crucial to draft the minutes promptly after the holding of the meeting and share with the respective participants as soon as possible whilst the meeting details are still fresh in their memory. |
| Authors: | Written by Caroline King |
With special thanks to the Co Sec Team Leaders