It’s NOT your PA’s fault..but yours

In many organisations the taking of minutes at meetings is the responsibility of the personal assistant. It makes sense as these people understand the organisation. This works well for executive meetings, but unless your PA has had training or exposure on a board level the minutes that they draft might not be correct in terms of the Companies Act requirements. Board minutes need to be factually correct of course, but the board has to resolve on some matters in order to comply with legislation. Such resolutions include approving the solvency and liquidity test when for example approving dividends and if these resolutions are not properly recorded in the minutes and numbered then each individual director may be exposed. This is not your PA’s fault but yours (assuming you are on of the executives). As it is your responsibility to ensure the people charged with governance related functions are suitably trained and knowledgeable. The solution is to preferably ensure that the minutes are drafted or overseen by a chartered secretary or a governance professional regardless if that function is insourced or outsourced. The money spent ensuring your board level minutes are correct is miniscule compared to the risks directors face in their individual capacity. I wouldn’t take the chance.


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