Minutes Writing: Practicing Best Corporate Governance Principles in Kenya

 

Managing Meetings

Are you interested in improving your Corporate Governance skills in area of managing meetings? Perhaps you are the Chairman or the Secretary or the Member on National Government Committee or the County Government, an Institution (School or CBO) financed by Public Funds, the Sacco Committee, a Chama. When you are charged with the responsibility of preparing and organizing meetings and taking minutes; the task can be daunting. This article will help you to gain the confidence and inspire you to satisfactorily perform your duties as an individual and also as member of a group. You will learn by doing: how to guide the meeting proceedings, take notes, record minutes and prepare and present board / committee papers. You will ensure that the minutes are available to the relevant persons on timely and facilitate the implementation the decisions for your Board / Committee. This opportunity might be your springboard to greater heights of engagement in Public Service to better your Society.

1.0 Introduction

It is prudent to recognize that the preparation of board papers stems from a general understanding of the role played by the Board of Directors / Managers in any organization. The Board has four primary responsibilities namely:

  • Strategy Development and Management

The Board is tasked with the responsibility of steering the direction of an Organization in consultation and cooperation with the organization’s Human Resource responsible for day-to-day management. You have to live up to the ideals of transformative leadership and effective management in the affairs of your organization. You should be ready and happy to help.

  • Performance Management

The Board’s role includes and is not limited provide to oversight during implementation and control of Strategic Plan. You should go beyond Performance Appraisal of senior officers but focus on matters that would ensure that the organization is an on-going concern; to deliver on its Mission Statement – reason for its existence without losing sight of the dream of the founding father(s) – Vision Statement. Through monitoring and evaluating Key Performance Indicators from the Financial and Operations. You may have heard the statement: “What can be done can be measured”.

  • Corporate Governance

You should comply with Laws, make decision within the Policy Guidelines and adhere to Regulations; as opposed to playing on the edges and venturing in the gray areas. Board / Committee members have the ultimate fiduciary responsibility making them responsible for assuring that an organization is operated within promulgated procedures and accredited standards that are logical, professional and ethical.

  • Managing stakeholder relationships

The Board must develop and sustain mutual beneficial relationships with external stakeholders (comprising of Statutory / Industry Regulators, shareholders, Suppliers, Community, and the Public especially the activists for hire) and internal stakeholders (comprising of the organization’s employees and Customers).

 2.0 Taking Notes and Writing Minutes

2.1 Words and Phrases

You can use these phrases. It is a general resource for Minutes writers and aims to provide you with examples of some of the accepted of writing style. The phrases can be used simply to assist you in thinking about your writing, or they can be used in your own work where this is appropriate. In most cases a certain amount of creativity will be necessary when you do this. The phrases are content neutral and generic in nature; in using them, therefore, you are committing the academic crime of plagiarism.

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Figure 1: Words and Phrases

2.2 Grammar

You should appreciate that “Minutes are not a record of what was said, but a record of what was discussed”. This justifies the use of past tense to take notes and write minutes, in a well-constructed language. Identify the right verbs to use (See figure 1). It is also generally accepted today that when you pick on the tense to use, maintain that same tense throughout the notes and minutes.

Word of caution! Avoid using people’s names except for motions or seconds. This is a business document, not drama script!  Further, you avoid inflammatory or personal insinuations. The fewer adjectives or adverbs you use, the better. For example these two sentences illustrate. “i). It appeared to have been handled with less care or with less attention to details”. Compare with. “ii). It appeared to have been handled carelessly”. The second sentence is classical case of an inflammatory statement. In Kenya described Hate Speech and punishable offence by Law

You should write up the minutes soon after the meeting while ideas are still be fresh in everyone’s mind. You review notes soon after the meeting if not possible to write them up immediately. You should avoid imposing your own opinion or interpretation or judgmental phrases by the members. For instance “heated debate” “valuable comment.” You are reminded that you should record the message, not the words. One Gutmann said that “words come from the mouth, but the message comes from the brain”.

2.3 Post Script

Follow-up Actions must be clear and an indication of by who, when, where, how, etc. You can customize this template to do the follow in your organization in figure 2.

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Figure 2: follow-up Action’s Implementation Template

2.4 Types of Minutes

There are two common types namely: i). Minutes of Resolution, ii). Minutes of Narration. When using the first type. You record the decision made only. You provide no background information to help the user not at the meeting to follow. This complies with the Law. You can prepare and run simultaneously with the meeting. However, it has the inherent problem that may mislead and portrays unanimity which may not exist in reality due to consensus or voting.

When using the second type. You provide background information leading to the decision. Hence, you are transparent and the absent user receives adequate information that lead clearer intention of the resolution. You are required to have good writing skills. Please review the examples below:

Minutes of Resolution – “resolved that the appointment of the Finance Director be approved” Minutes of Narration- “Several alternative work arrangements were considered and the cost of each to the Organization.  It was clear that the proposed appointment of a Finance Director would be the most viable option. It was particularly pointed out that an in-house Finance Director would provide more value to the organization. It was therefore resolved that the appointment of the Finance Director be approved.

2.6 Structure of the Minutes

Content development is clustered around agenda items presented for discussion. These are organized under the following sub-titles listed herein.

  • Preliminaries

This involves matters such as welcome note by the Chair, establishment of quorum, registration of apologies, declaration of conflict of interest / independence and changes in the composition of the Board /Committee (if any) among others.  The board / committee pack – the major component of which is the board / committee papers – is the key source of information for directors/ members prior to a board / committee meeting. The Board packs supplies the data and information necessary to ensure that discussion and decisions at board meetings surrounding the four roles are productive and effective.

  • Minutes and resolutions passed since the last Board meeting

 Minutes of the previous board meeting need to be enclosed for confirmation by the Board. The Secretary should also ensure that resolutions via circular vote are tabled at the meeting for ratification.

  • Report on Matters Arising

This is a summary of items that required follow up after the previous Board meeting that need to be tabled to update the Board on progress made.

  • Standing Agendas Items

Standard agenda items update the Board on the affairs of the Organization. Some of the standard agenda items include matters such as the Organization’s Performance, to consider the budgets for the year, Business preview and overview, HR matters etc.

  • Reserve Matters

Due to the supervisory nature of the Board and the mandate entrusted to them by the Shareholders, some matters are purely reserved for deliberation and approval by the Board.

  • Statutory Matters

This includes matters such as the use of Company Seal. Reports should be made to simply inform the Board.

  • Other reports and Correspondences

Management at times may be faced with matters outside the normal operating activities of the Organization that require to be brought to the Boards attention. Copies of the summarized reports should be circulated to the board accompanied by a brief summarizing the matter and detailing any particular items that requires a decision by the board. 

3.0 Roles, Duties and legal Implications

3.1 Role of the Secretary to the Board / Committee

The Secretary supports content development and presentation in the following ways:-

  1. Define calendar of meetings and when key matters should be tabled and discussed.
  2. Engage Management in advance to set expectations and providing directions to management.
  3. Prepare and circulate in advance any proposed technically worded resolution for consideration by the board. This will reduce ambiguity when soliciting board approvals and allow for clear and well defined amendments.
  4. Implore senior officers to devote sufficient time compiling papers for presentation to the board.

3.2 Duties of the Board of Directors or Committee Members

  1. Duty to act within powers.
  2. Duty to promote the success of the organization. Directors are required to act in good faith and in ways that would promote organization’s success for benefit of members.
  3. Duty to exercise independent judgment
  4. Duty to exercise reasonable care, skill and diligence – If care and skill not exercised, Director can be liable for negligence.
  5. Duty to avoid conflicts of interest.
  6. Duty not to accept benefits from third parties.
  7. Duty to declare interest in proposed or existing transaction or arrangement.

3.3 Consequences of Breach

  1. Personal liability; you pay damages and debarred from Public Office.
  2. Criminal liability; you are fined or serve a prison term or both.

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