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Audio Recording of Board Proceedings

  • 23 Feb 2010 11:56 AM
    Message # 295464
    Deleted user

    Does any of your organizations record the debates of your Board of Directors and its committees' meetings on audio recoording devices with a view to prepare as accurate as possible minutes of those proceedings.

    For those who do, what policy or practice do you have in place on how long to keep the audio records, who has access to them, any directors' consent requirements, measures to manage the risks created by this practice, etc.

    Any advice or information that you would provide would be greatly appreciated.

  • 07 Sep 2010 1:01 PM
    Reply # 414735 on 295464
    Deleted user

    As the former Corporate Secretary of BCE Inc. and Bell Canada, and having extensive litigation experience as well, in my 25+ years career, my advise to you is:  Absolutely DO NOT record conversations that take place in the board room.  This is fraught with risk, and will not, in the end result, aid you in preparing more accurate minutes:

    1.  The mere existence of the recording, until it is expunged, will be discoverable in any litigation launched against your organization; and you cannot expunge any relevant evidence once your organization has been named in a lawsuit !!;

    2.  The minutes should be the sole official record of the meeting, and the existence of an audio recording will create an inherent conflict between the minutes and the recording, resulting in a treasure trove of painful and oft-times embarassing cross examinations of your directors and management by plaintiffs' counsel! 

    3. Minutes should not be so detailed as to reflect the word-for-word discussions and debates at the board meeting;

    4.  Minutes should be sufficiently detailed to reflect that the directors were informed (append/file all presentations made to the board as part of the official record), considered the benefits and risks of a matter (include these in the minutes), discussed/debated same among themselves and with management (include the fact that discussions occurred on topics of x, y, z...), and that the directors reached an informed business judgment (ie, having reviewed the materials and discussed the above benefits and risks, as well as alternative courses of action [list these], and the risks and benefits associated with such alternative courses of action, the board concluded that in their judgment...).

    Remember, it doesn't matter who asked a question or who said what during debate, it only matters that a question was asked/the debate took place - all present have heard the question as well as the answer/and the debate - no director should take ownership, in the official record, of a question/answer/or debate, as both the Q&A as well as the debate form the basis for the collective wisdom/judgment of the board.  One caveat:  If an individual director instructs you that she/he wishes his views to be specifically attributed to her/him in the minutes, then that request must be respected and honoured.

    As principal and founder of The Olah Group, I provide governance advice and guidance to all companies across Canada, and I would be pleased to teach you how to prepare accurate, meaningful minutes for your board and committees.  Please feel free to contact me at:  p.olah@sympatico.ca

     


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