It all began with a simple question: why do European board meeting minutes look so different from American ones?
The first time you read the typical minutes from an American board of directors meeting, you freak out because they feel so devoid of content. After a while, you get used to reading them and seeing a lot of language that looks like this:
Ms. Jones, the Company’s CMO, presented an update on marketing including demand generation, product marketing, and communications. The board asked Ms. Jones several questions. A discussion ensued.
This, in turn, begs the question: why do American board meeting minutes look the way they do? Why are they so process-oriented as opposed to content-oriented? Let’s face it, they tell you relatively little about the actual discussions that transpire in a meeting.
These two questions led me on a multi-month journey. As it turns out there are no hard-and-fast requirements, simply litigation preferences and some usually non-codified rules (e.g., the business judgment rule) that are pretty clear in the USA, but vary widely across Europe.
All of this led me to write a post for the Balderton blog, The Why and How of Good Board Meeting Minutes, that dives into these issues. Please check it out. You’ll find some interesting examples — including excerpts from a legal case — that show the why behind the how of good board meeting minutes.
While you’re at it, be sure to see On Board with Balderton, a guide we published for CEOs on how to manage the board and board meetings. Reviewing this (excellent) piece also served as inspiration for me to question board minutes practices.
Thanks to my friends Bob Clarkson, partner emeritus at Jones Day, and Jeff Higgins, partner at Gunderson Dettmer, for their patient education on these issues. Thanks to my supporting authors at Balderton, EIR Andrew Wigfall and associate (and author of the On Board with Balderton guide) Laura McGinnis.
And, as a reminder and disclaimer, the post is not legal advice and you should decide what style of board minutes is best for your company by talking with your corporate counsel. My hope is simply to make that conversation a bit more interesting.