Documentation of Board of Director meetings (minutes/proceedings)
Board of Directors’ (BoD) meetings are documented and key decisions are publically communicated.
The role of the BoD is to ensure the organization’s prosperity by collectively directing the affairs of the organization. Overseeing rather than actively managing the day-to-day operation, the BoD is responsible for the organization’s governance, and for meeting the interests of its shareholders and stakeholders.1,2 BoDs mostly consult with management on the organization’s strategic and operational direction, as well as monitor the organization’s performance and reduce agency costs.3
BoD minutes document the meetings of the board. They make the BoD’s actions transparent, along with its decisions and how it made these decisions.
PURPOSE & LINK TO INTEGRITY
The BoD meetings should be adequately documented in the form of minutes in order to:2
- Ensure accessibility of board decisions to all stakeholders, hence provide transparency for all stakeholders
- Ensure that board decisions are made in line with the policies and interests of the organization, hence ensure accountability of BoD members
- Mitigate conflicts of interest for BoD members
- Mitigate unjustified levels of BoD expenditures.
- Does your organization have a corporate governance structure including a BoD in place? (See also the tool Corporate governance structure)
To ensure transparency in BoD minutes, the following actions can be undertaken:4
- Prepare a schedule for the next year’s full BoD meetings at the end of each year.
- Have only one full BoD meeting per quarter. Extraordinary BoD meetings should be communicated to the relevant parties.
- All meetings should be properly recorded and the minutes of the proceedings should be stored. Minutes and papers of the BoD should be circulated at least seven days before a meeting.
- Records of resolutions need to be stored and communicated in writing to shareholders and relevant stakeholders.
- Documentation of BoD decisions (minutes of meetings, reports on decisions, etc.) needs to be accessible, for example on the website or through other modes of communication.
KEY GUIDING DOCUMENTS
McNamara, C., no year, Description of Minutes (a sample report of minutes is included later in this document), Free Management Library, http://managementhelp.org/boards/sample-minutes.htm, accessed 20.10.2015
GIZ, 2013, Proposed Integrity Guideline Manual for the Kenyan Water Sector (Draft), 2013, GIZ WAVEPlus, Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ), Kenya
WASREB, 2009, Corporate Governance Guidelines for the Water Services Sector, Water Services Regulatory Board (WASREB), Kenya
ProMetic, no year, Board of Directors Charter, ProMetic Life Sciences Inc., Canada
Brefi Group Limited, 2000, The Board of Directors – roles and responsibilities, Brefi Group Limited, UK
Larcker, D. F., and Tayan,B., 2011, Board of Directors: Duties & Liabilities, Stanford Graduate School of Business
- ProMetic, no year, Board of Directors Charter, ProMetic Life Sciences Inc., Canada
- Brefi Group Limited, 2000, The Board of Directors – roles and responsibilities, Brefi Group Limited, UK
- Larcker, D. F., and Tayan,B., 2011, Board of Directors: Duties & Liabilities, Stanford Graduate School of Business
- WASREB, 2009, Corporate Governance Guidelines for the Water Services Sector, Water Services Regulatory Board (WASREB), Kenya