“Writing good minutes is like flossing; nobody likes to do it, but it is essential…”1
— Author Unknown
Minute Taking — What’s All the Fuss About?
Ever feel like most of your time at work is spent in meetings? In the new normal brought on by the COVID-19 pandemic, the better question might be who doesn’t? Look no further than the meteoric rise of popular video conferencing platform Zoom, which reported over 300 million daily meeting participants in April 2020, up from just 10 million in December 2019. All-hands meetings, town hall meetings, daily huddles, one-to-one meetings, committee meetings, board of directors meetings — it’s no exaggeration that there is literally a meeting for every occasion in today’s working world. If this sounds familiar, chances are you have been asked to take minutes at one of these meetings or know someone that has.
The minutes of a meeting act as an official — and even legal — record of proceedings. Despite their importance, the act of minute taking is seen by some as “a burdensome or perhaps undignified task.”2 Others, however, see it as “far more than an administrative formality.”3 In an ICSA survey in the UK, more than one respondent even referred to minute taking as an artform.
It has been said that “Writing good minutes is like flossing; nobody likes to do it, but it is essential…” Read on to discover the many benefits of minute taking and the consequences of minutes poorly composed or improperly filed.
The Many Benefits of Minute Taking
Whether you are a HR business partner who regularly meets with employees or a C-level executive with multiple directorships, professional minutes can have numerous benefits. For one, they can be used to measure progress from meeting to meeting, and act as a record of agreed actions for future reference. They foster ownership of complex ideas and may even serve to inspire, as the strategies and initiatives that are agreed at board level reverberate through the entire company.
Perhaps most importantly, though, is that minutes can be a basic legal requirement for companies depending on the meeting type. The Companies Act in the UK dictates that “[e]very company must cause minutes of all proceedings at meetings of its directors to be recorded.”4 Most states in the US also have similar laws requiring corporations to keep meeting minutes.
Companies that shirk these responsibilities can find themselves in hot water legally – as the below examples will show.
Cautionary Minute Taking Tales
The Demise of HBOS
In 2008 UK banking giant HBOS collapsed, primarily due to a lack of liquidity which left it unable to meet its liabilities. An investigation and subsequent report by the Financial Conduct Authority attributed responsibility for HBOS’s failure primarily to its Board. The Board, it said, “failed to instil a culture within the firm that balanced risk and return appropriately.”5 This directly resulted in “a flawed and unbalanced strategy and a business model with inherent vulnerabilities.”
Part of the Board’s failure was in their consistently inadequate approach to the taking of minutes for its various meetings. A Treasury Committee report to UK Parliament noted that “[HBOS] board and committee meeting minutes were frequently not sufficiently full to provide a definitive record of what happened, and in some cases are missing altogether.”6 This “failure to ensure that [the] minutes were extensive and accurate,” in the words of the Rt Hon Andrew Tyrie MP, “robbed the regulators and public of an extremely useful source of information.” Whilst not explicitly identified as a direct contributor to the collapse of HBOS, this haphazard approach to minute taking causes institutional chaos when important information is improperly recorded and distributed.
A Near Failure for Disney
For another example look no further than The Walt Disney Company. In 2003 the media giant faced a legal challenge over its hiring and dismissal of former president Michael Ovitz. The court refused to dismiss the complaint in part due to “board minutes that were so meager they called into question whether the directors had exercised any business judgment whatsoever.”7 The case ultimately went to trial, with directors forced to testify on their decision-making process in court. Although Disney ultimately won the court case, this could have been avoided had Disney simply been diligent in keeping a substantial written record of its board meetings.
Minute Taking Saved Caremark International
On the other hand, consistent and accurate minutes have served to safeguard board members on more than one occasion. In 1996 the shareholders of US company Caremark International alleged that its board had failed to implement sufficient internal controls. This breach of fiduciary responsibilities, they claimed, allowed employees to commit offences, which ultimately cost the business over $250 million. The company’s minutes were instrumental in proving that directors had demonstrated “active and informed consideration” in the performance of their duties.8 Whilst the settlement — requiring more robust oversight of corporate employees — was approved, the court was satisfied that directors had fulfilled their duty of care.
In general, when the responsibility of minute taking falls on an employee’s shoulders — especially an employee who is not properly trained — many (oftentimes costly) mistakes are made. Global Lingo, a global leader in professional minute taking, “carried out a study which revealed that workers failing to take minutes properly could be costing UK businesses up to £3.7bn each year.”9
The Challenges of Minute Taking for the Financial Sector
By now, it’s clear that a meticulous approach to recording meeting minutes is a necessity — not a luxury — for businesses. Why, then, is minute taking so widely derided and so undervalued by so many? Perhaps it’s because there is no real consensus on the right way to take minutes. The ICSA survey noted that, “despite being a basic aspect of the administration of organisations of all kinds … there is relatively little formal guidance” on the subject.3
Another possibility is that the responsibility of taking minutes often falls to internal employees. For these individuals, minute taking is not a core part of their role. A lot of their effort writing minutes is made behind the scenes, unnoticed even by those who directly benefit, meaning their contribution is often not recognised.
In addition, these employees often lack the required expertise. In our study of employees that regularly took minutes at work, 54% of respondents said that they were asked to do so every week. What’s more, a tremendous 90% of those surveyed claimed they regularly took minutes poorly or incorrectly. Among the major challenges that this study identified were attempting to write down every word that was spoken, rather than summarising more efficiently. When important content was missed, many felt too intimidated to ask their colleagues to slow down or repeat what had been said. Others reported difficulties keeping themselves organised, either keeping notes in various different places or not arranging their notes properly with defined headings and subheadings. Some were even in such a hurry taking notes that they later found that their handwriting was indecipherable when they went to draft the minutes.
All of this paints a picture of minute taking as a sometimes confusing, time-consuming and often challenging task. This begs the question: why would you ever want to take minutes yourself, if you could have someone else do it?
Choose Global Lingo for Quality Professional Minute Taking
That’s where Global Lingo comes in. We are a leading provider of professional minute taking services for board meetings, HR meetings, AGMs, and more. For almost two decades we have been relieving our clients of the burden of taking minutes by taking on the complexities ourselves. This means we have an acute understanding of the challenges facing our clients in the financial sector, from strict data security requirements to the need for confidentiality and impartiality when dealing with sensitive matters like employee disciplinary hearings.
Our highly accomplished minute-takers are experts in their field, combining high quality writing with clear presentation and a sensitivity to delicate issues. They are able to adapt to any corporate environment, no matter how complex or technical the subject matter. What’s more, with our ISO certified quality assurance and data security procedures, you can be safe in the knowledge that your work is in good hands.
Visit our HSBC case study for an example of exactly how we can help you with your minute-taking requirements. If that sounds like something you need, get in touch with us for a quote today.
1 – The role of minutes in protecting companies and their directors. The National Law Review. (n.d.). https://www.natlawreview.com/article/role-minutes-protecting-companies-and-their-directors.
2 – Meeting minutes – 10 steps to more Effective Minutes. CO2 Partners. (2019, July 31). https://www.co2partners.com/meeting-minutes-in-6-steps/.
3 – The Chartered Governance Institute UK & Ireland. (n.d.). Minuting meetings. The Chartered Governance Institute. https://www.cgi.org.uk/knowledge/governance-and-compliance/features/october-2016-minuting-meetings
4 – Participation, E. (n.d.). Companies act 2006. Legislation.gov.uk. https://www.legislation.gov.uk/ukpga/2006/46/contents
5 – hbos-complete-report. https://www.bankofengland.co.uk/-/media/boe/files/prudential-regulation/publication/hbos-complete-report. (n.d.)
6 – Parliament.uk. 2021. [online] Available at: <https://www.parliament.uk/globalassets/documents/commons-committees/treasury/Correspondence/Letter-from-Treasury-Chairman-to-Simon-Osborne-ICSA-re-HBOS-failure-review-9-12-2015.pdf> [Accessed 29 July 2021].
7 – Shearman.com. 2021. [online] Available at: <https://www.shearman.com/~/media/Files/NewsInsights/Publications/2006/01/Corporate-Counsel-Magazine-A-Disney-Tale/Files/Download-PDF-Corporate-Counsel-Magazine-A-Disney__/FileAttachment/CM_0106.pdf> [Accessed 29 July 2021].
8 – Up-to-the-minutes: Best practices for memorializing board and committee meetings: News & resources. Dorsey. (2005, June 1). https://www.dorsey.com/newsresources/publications/2005/06/uptotheminutes–best-practices-for-memorializing__.
9 – Trotter, A. the A. A. (2018, August 31). Poor Minute-taking costs UK BUSINESS £3.7BN each year. Global Lingo. https://global-lingo.com/poor-minute-taking-costs-uk-business-3-7bn-each-year/.
In addition to:
Evans, B. (2020, June 23). The zoom revolution: 10 Eye-Popping stats from tech’s new superstar. The Zoom Quarter: 10 Eye-Popping Stats from Tech’s New Superstar. https://cloudwars.co/covid-19/zoom-quarter-10-eye-popping-stats-from-techs-new-superstar/
Price, N. J., & Nicholas J. Price is a former content marketing manager at Diligent. (2019, March 24). What are the legal requirements for board meeting minutes?: Diligent. Diligent Insights. https://insights.diligent.com/boardroom-meeting-minutes/what-are-the-legal-requirements-for-board-minutes/