Corporate Board Meeting Minutes, Agendas, and Other Written Records: Governance Best Practices

Description

In recent years, the courts, regulators, shareholders and other stakeholders have increased the scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries are well advised to take steps to ensure that their board meeting procedures are carefully designed to safeguard the interests of the company.

Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues reviewed and memorializing the board's deliberations and decisions. Well-crafted minutes can help document the exercise of directors’ fiduciary duties and have, in certain situations, proven instrumental in defeating shareholder challenges. Conversely, minutes that document inadequate decision-making processes can be used as a weapon by litigants, as illustrated by several prominent cases in recent years.

There are several best practices for corporate boards and corporate governance professionals to bolster boardroom practices for heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors in advance of meetings, and carefully drafting minutes that present a single cogent record of the corporation’s decision-making process.

Listen as our authoritative panel discusses recordkeeping best practices for corporate boards of directors and their corporate governance professionals, including strategic agenda preparation, minute-taking, and document retention.