Guidance for Documenting Board & Committee Minutes

Episode Summary

If your board has ever come under legal or regulatory scrutiny, then you know the importance and sensitivity of well-documented board minutes. Yet, much confusion still exists about the appropriate level of detail: When should boards be thorough and when does it pay to be brief?

In this episode, Megan Baier, Partner with Wilson Sonsini Goodrich & Rosati, joins host TK Kerstetter to outline best practices for recording board and committee minutes. Length of the board’s discussion, substance of the discussion, the industry in which the company operates – these are all factors that influence the level of detail that should be included in board minutes. Baier also makes recommendations on whether board members should request to have their dissent documented.

When a board member decides ‘I’d like to dissent and have it documented in the minutes,’ it’s going to be more of a facts and circumstances test in terms of whether that would protect you from any accordant liability.
— Megan Baier, Partner with Wilson Sonsini Goodrich & Rosati

Towards the end, Kerstetter taps into Baier’s past experiences in the courtroom: What are the biggest mistakes boards make when it comes to board minutes?