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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 video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, May 13, 2021

Recorded event now available

or call 1-800-926-7926

This CLE course will guide corporate secretaries and other 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 the agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.


The SEC and shareholders have increased the 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 particular attention from corporate secretaries and other corporate governance professionals.

Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues for discussion and memorializing the board's deliberations and decisions. Clear agenda and minutes demonstrate board compliance with fiduciary obligations. Sloppy recordkeeping is evidence against the corporation in regulatory proceedings or shareholder litigation.

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 consciously drafting minutes that reflect the business judgment rule.

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. The corporate secretary's duties
    2. Meeting agendas, including consent agendas
    3. Minute taking
    4. Post-meeting considerations, including document retention


The panel will review these and other critical issues:

  • How can detailed 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 are best practices for drafting minutes of a board of director meeting?
  • What are the essential document retention strategies to mitigate liability in corporate governance?


Marcela, Paul
Paul Marcela

Governance Partners Group

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate...  |  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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