Effective Minute Taking
Effective and accurate minute taking is an important part of any Compliance Meeting.
The regulator is likely request copies of compliance committee minutes when auditing a company or investigating a particular breach. Therefore the minutes should be prepared not as a personal record but as an accurate description of the issues discussed at the meeting and the decisions, if any, taken.
While the taking of Minutes for Board meetings is regulated by Section 251 (A) of the Corporations Act, Compliance Committee meetings are not so regulated. Nevertheless they form an important part of the books and records of the company. In general, the principles that apply to Board minutes should be applied to compliance committee minutes.
Courts and regulators will place evidentiary weight on the contents of minutes. The minutes may be the best, and sometimes the only, evidence that the Company has complied with its duties in respect of decisions that have been taken and the general oversight of the company.
- Minutes are a record of the issues discussed at the meeting and the decisions taken
- Language should be non-emotive and impartial.
- Minutes are not a transcript.
- A “collective” approach should be taken. The minutes should not be a record of an individual’s contribution.
- Details of any “robust” discussion that takes place should not be attributed to the minutes.
- A balance needs to be struck between too much information and too little. Too much information in the minutes can stifle discussion and debate.
- It is not necessary to retain handwritten notes after the meeting. Minutes should be the sole, permanent record of the meeting. Retaining notes may undermine the integrity of the minutes as the final record of the meeting.
It is prudent to refer in the minutes to any relevant regulatory requirement in the Act or license conditions. The regulatory environment that either the company generally or the particular decision is subject to should be mentioned. The minutes should demonstrate compliance with the relevant regulatory requirements.
Legal Professional Privilege
Care should be taken not to mention the content of any legal advice received. It is usually sufficient to note simply that the committee considered relevant legal advice when making a decision. Minutes containing privileged information should not be disclosed to third parties without first taking legal advice to ensure that privilege in the information is not inadvertently lost.
Should you be in any doubt as to how to keep effective minutes, Know Compliance is available to give you advice.