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

*** An encore presentation featuring live Q&A ***

A 90-minute CLE webinar with interactive Q&A

Tuesday, October 3, 2017 (in 11 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

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?

This in an encore presentation with live Q&A.


Paul Marcela, President & Managing Director
Governance Partners Group, Alpharetta, Ga.

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief Governance Officer services to companies that have a need to practice good corporate governance but may not have sufficient internal resources to practice good governance in an appropriately robust manner. He previously served as Vice President, General Counsel & Secretary of North American Bus Industries, Inc. and also served NABI’s sister company, Blue Bird Corporation. Previously, he was Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company equally owned by The Dow Chemical Company and Corning, Incorporated.

Mark J. Mihanovic, Partner
McDermott Will & Emery, Menlo Park, Calif.

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions involving companies in a broad range of industries. He has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of "poison pill" stockholders rights plans) and corporate governance issues. He advises publicly-traded companies and investment banks and other financial advisers with respect to a wide variety of securities law compliance matters.

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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

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