Our Corporate Governance Expert Group contributed to our response to the ICSA: The Governance Institute's consultation – The practice of minuting meetings.
We supported the view that meeting minutes should document the proceedings and conclusions reached in a meeting, so that the board can fulfil its duties, as well as serving as a record for corporate memory and demonstrate that a governance and oversight procedure has been followed.
We noted that it could be useful to reference the Prudential Regulation Authority's (PRA) rules in relation to governance, in particular the Senior Managers Regime (SMR), Senior Insurance Managers Regime (SIMR) and the Fundamental Rules, in the guidance. Equally, the requirements concerning corporate actions, such as the potential liability of persons approving and verifying prospectuses, stated under Section 90 of the Financial Services and Markets Act 2000, should also be specifically referred to in the guidance.
We noted that, where a company considers it useful and appropriate, minutes should include allocated actions with deadlines, as it can provide a mechanism for the board to keep abreast of the matters that it has resolved and maintain a record of responsibility for agreed actions.
We supported that it was reasonable to say that board decisions are, in the overwhelming majority of cases, reached by consensus and that it was the fundamental nature of corporate responsibility.
We argued that the holding of unminuted or ‘informal’ board meetings where decisions are actually made should be discouraged.