Sidley’s “An Ounce of Prevention Is Worth a Pound of Cure”: Effective Practices for Board Minutes and Related Board Materials” imparts numerous sound do's, don'ts, and key considerations for board meeting minutes and pre-read materials, which are equally applicable to standing board committee meetings, that will support directors’ fulfillment of their fiduciary duties.
The minute drafting guidelines include:
- Minutes should provide an accurate and complete description of the board’s/committee’s activity but should not be a transcript.
- Minutes should track the board or committee meeting agenda. Where no decision is called for, evidence the board’s/committee’s faithfully exercise of its oversight responsibilities.
- Minutes should reference all of the information the board/committee relied upon (e.g., board books, management presentations, expert advice).
- Minutes should reflect the board’s/committee’s decisions; the rationale for those decisions; and the factors the board/committee considered in reaching those decisions.
- Segregating privileged information from the balance of the minutes is advised in the event of subsequent litigation.
- Note who is in attendance and the general topics that are discussed in executive session.
Instructive pre- and post-meeting guidance advises: (i) timely circulation of pre-read materials; (ii) avoidance of informal communications among directors; director note-taking; and private email, text, and other informal communication vehicles; and (iii) timely circulation and review of draft minutes.
Access numerous additional resources on our Minutes page.