However, they can be used as evidence in legal proceedings and as such, care must be taken with their preparation. They are not a transcript of every word said during the meeting or a record of individual directors’ contributions. The purpose of minutesīoard minutes are used to record the decisions of the board to convey board decisions to the executives who will implement them and serve as reference for the board if it wishes to revisit a decision. They are not meant to be a verbatim record but if directors feel strongly about a pivotal issue there is generally the opportunity to request that their concerns be noted in the minutes,” says Catherine Walter AM, a non-executive company director. “Directors understand it is a fine art on what to include and what to exclude from minutes.
“I like them to accurately portray the flavour of what was said.” “I don’t like long-winded minutes and verbatim commentary,” says Bayes. The minutes suggested the issue wasn’t discussed and committee members asked no questions.ĭavid Bayes FAICD, a non-executive director of Sigma Pharmaceuticals and AICD likes minutes to get to the point. Likewise, NAB chair Ken Henry AC was questioned whether a board meeting had discussed the bank’s dispute with ASIC over advisor service fees. Since it is not clear why the board member believes that the committee meeting was inappropriate, or what the relationship is between this committee and the board, I cannot say whether the point should be ruled well taken, whether the point is timely, or whether the board is even the proper body to decide this question.The final round of hearings of the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry in November raised several issues regarding board minutes, making the taking of minutes a hot topic.Ĭounsel Assisting Rowena Orr QC questioned current CBA chair Catherine Livingstone AO FAICD (who was not chair at the time of the events discussed) on why the minutes of the bank’s October 2016 board meeting did not contain a record of when the chair challenged management in relation to a regulatory report, raising the issue of whether the CBA’s approach to the board minutes was in compliance with section 251A of the Corporations Act 2001 (Cth). If and when the member does so, the Point of Order, the chair’s ruling on the point and his reasoning, and any subsequent appeal, will be included in the minutes of the meeting where the Point of Order is raised. Additionally, a Point of Order may only be raised during a meeting. They certainly should not include a statement made some time after the meeting. The minutes are a record of what was done at the meeting. The addendum (which it seems to me is, in fact, a form of amendment) would only be included if the board agrees to it, and the board should not do so. No, the member has no right to “addend” minutes. Can you give me some authoritative advice about this? Some of the members think she has a right to "addend" minutes, whether or not the majority of the board agree with her assertions in the addendum. This objectionable committee meeting was held prior to the board meeting that is the subject of the minutes she wants to "addend." I cannot see such a case discussed anywhere. A member of my organization has requested an ADDENDUM (not an amendment) to minutes, calling it a "point of order" that a committee meeting was inappropriate.
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