Corporate Board Meeting Minutes, Agendas, and Other Written Records: Governance Best Practices

This CLE course will guide corporate secretaries, inside and outside counsel, and other governance professionals in implementing best practices for board of director meetings to guard against breach of fiduciary claims and other legal challenges to director actions. The panel will discuss critical considerations for boards and their corporate secretaries when developing the agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.

In recent years, the courts, regulators, shareholders and other stakeholders have increased the scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries are well advised to take steps to ensure that their board meeting procedures are carefully designed to safeguard the interests of the company.

Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues reviewed and memorializing the board's deliberations and decisions. Well-crafted minutes can help document the exercise of directors' fiduciary duties and have, in certain situations, proven instrumental in defeating shareholder challenges. Conversely, minutes that document inadequate decision-making processes can be used as a weapon by litigants, as illustrated by several prominent cases in recent years.

There are several best practices for corporate boards and corporate governance professionals to bolster boardroom practices for heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors in advance of meetings, and carefully drafting minutes that present a single cogent record of the corporation's decision-making process.

Listen as our authoritative panel discusses recordkeeping best practices for corporate boards of directors and their corporate governance professionals, including strategic agenda preparation, minute taking, and document retention.