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

Safeguarding Directors Against Breach of Fiduciary Duty Claims With Effective Document Preparation and Retention Practices

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, June 22, 2017

Recorded event now available

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Program Materials

This CLE webinar will guide corporate secretaries and other corporate governance professionals in implementing best practices for board of director meetings to guard against breach of fiduciary claims and other legal challenges to director actions. The panel will discuss critical considerations for boards and their corporate secretaries when developing agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.


The SEC and shareholders are increasing scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries must take steps to ensure that their board meeting procedures are in order. Corporate recordkeeping creates legal vulnerabilities for corporate boards and requires special attention from corporate secretaries and other corporate governance professionals.

Board meeting agenda and minutes serve as the official record of corporate activities, outlining the issues to be discussed and memorializing the deliberations and decisions of the board. Effective agendas and minutes can help boards demonstrate compliance with fiduciary obligations. Ineffective recordkeeping, on the other hand, can serve as adverse evidence against the corporation in regulatory proceedings or shareholder litigation.

There are a number of best practices corporate boards and their corporate governance professionals can implement to ensure their boardroom practices will withstand heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors well in advance of meetings, and strategically drafting minutes that take the business judgment rule into account.

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.



  1. The role of sound corporate governance practices in meeting director fiduciary duties
  2. Best practices for corporate board of director meetings
    1. Role of the corporate secretary
    2. Meeting agendas, including consent agendas
    3. Minute taking
    4. Post-meeting considerations, including document retention


The panel will review these and other key issues:

  • How can effective recordkeeping benefit corporate boards of directors? How can ineffective recordkeeping harm corporate boards?
  • What are some best practices for developing the board meeting agenda? When is a consent agenda appropriate?
  • What strategies should be considered in drafting minutes of board of director meetings?
  • What document retention strategies are key for effective corporate governance?


Marcela, Paul
Paul Marcela

President & Managing Director
Governance Partners Group

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief...  |  Read More

Mihanovic, Mark
Mark J. Mihanovic

McDermott Will & Emery

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions...  |  Read More

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