- When preparing for a meeting, you will have notes or questions about the materials. Do not put anything in writing that would be, or perceived as, inappropriate when taken out of context. A sarcastic comment or joke in print does not convey an accurate meaning. Imagine how the context of your email and text will be read inside, and outside, of the board room.
- When should you throw away your meeting notes? The key is to have a regular practice or habit, whether that means throwing away your notes at the end of meeting or holding them until the official minutes come out and then discard your notes. Don’t just suddenly start a new behavior during an investigation or incident because that’s suspicious.
- Some directors use paper notes so it’s easier to remember to discard them afterwards.
- Besides meeting notes, all electronic portals can track metadata, such as how long a director spent reviewing materials or which pages the director reviewed. We encourage boards to erase all electronic portal metadata on an annual basis as a regular practice.
- Better yet, turn OFF metadata tracking as part of the default set up. Ask the general counsel to do this. This information can be misinterpreted or used against directors in a deposition. For example, the opposition may suggest you spent no time on the most important pages of the presentation.
What’s so important about board meeting minutes?
- Think of meeting minutes as a travel itinerary, not a travel diary.
- Minutes are the official record of the board meetings. When do they get used? Usually in extreme circumstances. One example is when a shareholder is planning to sue directors. They will ask to see the books and records in advance.
- The question becomes, is there enough information in the minutes to show that the board did its job? “Discussion ensued,” or “report was given” does not get the job done. Minutes that say “The compensation committee reported that the committee reviewed XYZ document” are better.
- The board book and the supporting PowerPoint presentations are discoverable in lawsuits. So, board materials are critical because they could be used against directors. If you include 200 slides, that’s extensive and goes beyond the minutes. Be thoughtful about what’s in the official written materials.
- Avoid texting and emailing during board meetings because those are discoverable as well.
