Comment on Tim Banks’ “Board Minutes: Keep the Purposes Front and Centre”

In the third of his series on Board minutes, Tim Banks invites us to “Keep the Purposes Front and Centre”.  He identifies one of the purposes being the litigation perspective of ensuring that the minutes provide evidence of how directors fulfilled their duties.  I would add that one may have also to consider the perspective of satisfying regulators, depending on your industry.  He further postulates that the minutes need to be a record of the board’s decision-making process and provide compelling documentary evidence to support the application of the business judgment rule.  Mr. Banks then goes on to consider how the purposes affect the content.  He sets out a range of items which in his opinion should be recorded.  I think this should be tempered by not repeating what is contained in briefing materials the board has received, although the minutes should contain reference to those briefing materials so that they are in effect incorporated by reference into the minutes.  I agree that the minutes should not be a verbatim transcript.  He advises that they should be a “high-level summary of the matters discussed”.  My guide is that the minutes be a record of the material aspects of the  Board’s deliberations on material issues.  This article is definitely worth reading.