[Opinion] The Art and Craft of Drafting Minutes of Meetings

[2022] 141 taxmann.com 53 (Article)

1. Introduction

‘As a pianist practices the piano, so the lawyer should practice the use of words, both in writing and by word of mouth’ Thus averred Lord Denning, a great benefactor of our profession in one of his seminal works, ‘The Discipline of Law’. Lord Denning makes one understand that in the daily practice of the law, the most important subject is the construction of documents and to succeed, a lawyer must cultivate command of language. Words are the tools of the profession because they are the vehicle of our thought as “obscurity in thought inexorably leads to obscurity in language”.

The importance of drafting and derivatively, of minutes, in the profession of Company Secretaries can scarcely be estimated. It is perhaps the most essential cog in the corporate governance process and yet, has barely ever commanded or be given the pride of place it deserves. Viewed in this perspective, the words of Lord Denning are worth its weight in gold and it should be a part of the roster of every Company Secretary to faithfully abide by his dictum. Needless to say, to the connoisseur of English language, being scripturient is no less sonorous than the notes of melody that emanate out of the piano!

2. Meaning of Minutes

The Oxford Dictionary of Law defines minutes as ‘records of company business transacted at…..meetings.’ Palmer’s Company Law defines minutes as the written record of the business transacted and the decisions made at a meeting. In a myopic sense minutes are understood as a record of resolutions and matters ancillary thereto. Secretarial Standard (SS) 1 has defined minutes as “a formal written record, in physical or electronic form, of the proceedings of a Meeting.” From the view point of a Company Secretary, minutes could be comprehended as a written record of the main points discussed at a meeting including background information, decisions reached and actions agreed thereat.

3. Significance of Minutes

The drafting and maintenance of minutes of meetings has traditionally and for long been a core function of the Company Secretary. Being a part of the board discussions and deliberations a la an ex officio board member, a witness to the cogitations that go on inside the hallowed portals of the board room and recording them for posterity, sans any emotion, dutifully and meticulously was and is seen as a major calling for the profession. Justifiably so, for, the Company Secretary does not merely write minutes, he writes history – the history of the company, the history of the corporate sector and, in a vicarious manner, of the economy and the country. The minutes are the summary of the distilled wisdom of the board of directors, their views, thoughts and aspirations that provide strategic guidance and a road map for ensconcing it on the growth trajectory. In addition, there is the lex mercatoria provided by the law of the land and the secretarial standards (SS) issued by the Institute of Company Secretaries of India.

4. Purpose of Minutes

Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the meeting. Minutes are to be comprehended as the key and means to understanding the thinking and reflections of the participants (directors). It is the channel that enables a reader or user to understand the purpose, reason and background of any decision that is taken at a meeting. It is the route to the root of the decision maker. The Company Secretary, in his role as minute writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minuting. It is imperative for the Company Secretary to thus keep in mind the rule of interpretation while drafting them. Andrew Harner in The ICSA Meetings and Minutes Handbook states as follows:

‘Because the primary purpose of the minutes and records is to provide evidence of the decisions taken, it is essential that they accurately record those decisions. As a rule of thumb, this means they should contain sufficient information to enable a person who did not attend to ascertain what decisions were taken’

The minutes are the official record of the meeting and constitute evidence of the proceedings. They provide proof that the meeting actually happened, discussions took place and certain decisions were reached. In line with this, the clear principle emerging from the above averments is that accurate recording of decisions is essential. The amount of background detail recorded in relation to those decisions is a matter of personal judgement and maybe influenced both by internal conventions and by the nature of the meeting in question. In light of this, it is clear that a professional approach needs to be taken in the preparation of minutes. Drafting of minutes should be based on an agreed set of standards and principles. To summarise, minutes:

– Provide a point of reference for those unable to attend a meeting
– Provide a prompt to action
– Provide an aide-memoire at the following meeting
– Provide a comprehensive historical record

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