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Meeting minutes serve as an impartial “witness”that a board is meeting its fiduciary obligations and employing a deliberative decisionmaking process.  \nIn the second post of this five-part series of whitepapers designed to help Chief Governance Officers build a better governance framework, Joan Conley, Nasdaq Senior Vice President and Corporate Secretary, shares best practices for recording highquality board meeting minutes.  \nThere is an art to taking board minutes, and this highly confidential task requires strong critical thinking skills and professional judgement to enable a minute taker to accomplish the following:  \n• discern material ity and appropriate level of detail when recording the board’s deliberation of decisions and actions;  \n• effectively distinguish between discussions about actions that trigger SEC Form 8-K reporting and approval s of those actions; and  \n• understand what constitutes “privileged discussions”with legal counsel during board meetings.  \nThere are numerous checklists available online from governance professional associations and law firms that detail “what” information to include in meeting minutes. The art of recording high-quality meeting minutes, however, lies in the “how,” as outlined below.  \nFive Best Practices for Recording Board Meeting Minutes  \n1. Prepare ahead of time to ensure high quality content.  \nThe secret to taking great notes at board meetings is advance preparation, on several fronts.  \nStudy before the meeting. Intimate knowledge of the meeting agenda, board books, supportive material and key documents allows the note taker to follow the conversation and anticipate the discussion points, actions and motions that should be recorded. Minutes from the previous meeting should also be reviewed in advance.  \nCreate a “meeting minutes template” and take meeting notes on it. A robust template frees the secretary from transcribing standard information (such as attendance lists, type of meeting, location and time) and allows him or her to focus instead on capturing decisions, motions, and key deliberations. If your company is a recent issuer, ask corporate counsel to assist in developing a template for meeting minutes that meets appropriate standards.  \nAn extended agenda (as outlined in the previous paper of this series) serves as an excellent baseline template for meeting minutes. Language for proposed motionsand board actions can be added ahead of time, as can references to board documents and materials. Leave large blank areas between template sections for notes. Sit close to the board chair. Often times the corporate secretary is simultaneously taking minutes and running the board presentation for the board chair and CEO.  \nThe corporate secretary should sit next to, or very near, the board chair. This allows the note taker to discreetly ask for clarifications without disrupting the flow of the meeting.  \n2. Keep track of action items with a matrix.  \nBoard meeting minutes are meant to record motions, decisions and actions taken by the board. The “beltsand suspenders” details of administrative board work, such as follow-up items, assigned action items and director to-do lists are not appropriate to include inboard meeting minutes. However, they do need to be tracked somewhere.  \nAt Nasdaq, we maintain spreadsheets to record and track any routine action items that are part of the charter of the board and its committees, as well as follow up items identified during meeting discussions. The spreadsheets describe each task and identify the category it falls in, who is responsible and when it will be taken for discussion. This ensures action items are carried over from one m","cbCaiqxJAsJUR7ZB","https://ap.wps.com/l/cbCaiqxJAsJUR7ZB","pdf",1506677,"English","# Five Best Practices for Recording Board Meeting Minutes\n## Prepare ahead of time to ensure high quality content\n## Keep track of action items with a matrix\n## Leverage your board portal software to draft, distribute and approve minutes\n## Adhere to a consistent process\n## Solicit a board meeting minutes \"report card\" annually","[{\"question\":\"Why are accurate board meeting minutes important for corporate governance?\",\"answer\":\"Minutes provide an impartial “witness” that the board met fiduciary obligations and used a deliberative decision-making process. They also support accountability and disclosure to shareholders, employees, regulators, and the investing public.\"},{\"question\":\"What should a minute taker do regarding privileged discussions with legal counsel?\",\"answer\":\"The paper highlights the need to understand what constitutes “privileged discussions” with legal counsel during board meetings so they are handled appropriately in the record.\"},{\"question\":\"How can action items be tracked without overloading board minutes?\",\"answer\":\"Board minutes should record motions, decisions, and actions, while administrative follow-ups and director to-do lists should be tracked elsewhere. A matrix/spreadsheet approach can carry tasks over between meetings with owners, categories, and timing.\"}]","The Art of Recording Board Meeting Minutes - Five Best Practices | PDF",1789259607]