Minutes of a meeting are a written record of the discussions, and decisions taken, by the members present at the meeting.

There is a general format for capturing minutes of Board and Committee meetings, as also of General meetings. These are prescribed under Secretarial Standards 1 and 2. Minutes have to include the date, time, venue, attendees/absentees, list of agenda items that were considered, and the discussions/ decisions on the same.

Minutes are prepared by the Company Secretary, who is the Secretary to the Board/ its committees. He/she may take the help of functional heads for the portions relating to some agenda items while drafting the minutes. While there is no fixed manner of recording minutes, they should be written in a simple narrative form, and in an easy-to-understand language. Care should be taken that the minutes capture the flavour of the discussions, and are a balance between being only a record of decisions, and being a complete transcript of the proceedings. Minutes should not contain irrelevant details, but should not be so brief as to miss out any important information. If required, important business presentations can be annexed to the minutes, so that every detail in the presentation does not have to be captured in the minutes.

Company Secretary should ensure that the draft minutes are circulated to the members of the Board/ committee in a timely manner. Secretarial Standards prescribe that this should be done within 15 days of the meeting. While 15 days are available as per Secretarial Standards, it must be remembered that this is the outer limit. The earlier the draft minutes are sent out, the better it would be for all concerned. This timeline also helps Directors, since the deliberations at the meeting are likely to be fresh in their minds. Directors must carefully review the draft minutes, to ensure that they accurately reflect the proceedings of the meeting. They should also ensure that the concerns, if any, raised by them on any agenda item, are recorded in the minutes. Also, if any Director wants his/her dissent recorded, he/she can ensure that this has been done. Directors have to send in their comments within 7 days of receipt of the draft minutes.

While some companies follow the practice of attributing to individual Directors the points made by them at the meeting, others prefer non-attribution. There is merit in both these approaches. However, considering that the Board is a team, as opposed to a collection of individuals, non-attribution would be the preferred option, unless any Director wants an observation to be attributed to him/her, or where dissent is to be recorded.

Post receiving all the comments, the Chair of the meeting has to finalise the minutes. He/she has the right, as per law, to decide what is to be retained in the final minutes, which are then entered into the minutes book.

As per law, minutes of all meetings have to be preserved permanently. This can be done in a physical form or in electronic form, with properly timestamping, to avoid any alteration at a later stage.

Minutes constitute a very important record of proceedings of any meeting, since they can also be used as evidence in the Court of law. Therefore, minutes should be free from any ambiguity. Also, given the importance of the minutes, every Director should go through the draft minutes carefully so that there is no disconnect between what was discussed and what has been recorded.

Prerna Mohan