The minutes of the meeting is a document reflecting information on issues considered at the meeting and decisions taken. It relates to organizational and administrative documentation. Information in the minutes shall be entered by the meeting secretary or other authorized person on the basis of a dictaphone or manual recording. Prior to the meeting, all necessary documents should be prepared: the agenda, the list of participants, texts of speeches, as well as draft possible decisions.
The minutes of the meeting of the commission or other authority may be published in full or in short form. The latter does not include the discussion of the issues to be resolved and only records the decisions taken.
The protocol in full form usually includes two parts - introductory and main. The introduction contains the names (as well as initials) of the presiding officer, secretary and participants of the meeting, as well as those present. If the number of attendees is more than 15, a reference is made to the mandatory complete list of names. If those present belong to different authorities, for each the position and place of work are indicated.
In addition, the introductory part must necessarily indicate the agenda listing the issues in order of importance and indicating the name of the speaker on each issue.
The minutes of the meeting in its main part consists of sections in accordance with the agenda. The text of each paragraph, as a rule, is constructed according to a brief scheme:
- Listen: Name.
- Resolved (or decided): Name.
A summary of each speech is entered in the text of the protocol or is attached as a separate material (in this case, a note with a corresponding link is made in the text of the protocol). In the case of voting, its results are given. The decision must be made on each item.
The minutes of the meeting must be signed by the chairman, as well as the secretary of the meeting. The date of the minutes is the date of the meeting or meeting. Each protocol is given a serial number separately for the corresponding protocol group, if necessary with an alphabetic code. The numbering is carried out incrementally throughout the year.
The minutes of the meeting of the board of directors has its own characteristics. General requirements for this document are given in the text of the Federal Law "On Joint-Stock Companies" (Article 68). In addition, if the board of directors at the meeting adopts a resolution on the issue of shares (securities), then, according to the standards for issuing securities approved in the Russian Federation, the minutes of such a meeting should reflect the results of a roll-call vote of all board members. This is the basic regulatory requirement for the protocol.
In practice, the design of such protocols can vary greatly in terms of compilation and degree of detail. Some minutes correspond to a detailed transcript of the meeting with a reflection of all remarks and questions asked. The requirement for such record keeping is usually fixed in the regulation on the board of directors.
The other extreme is the extremely short minutes of the meeting, which includes only information about the composition of the participants, the agenda, the wording of the questions posed and decisions made.
The best option is usually something in between. An overly detailed minutes are usually drawn up based on the audio of the meeting. When decoding it, inaccuracies are possible that distort the meaning of the issues being resolved. In addition, we should not forget that the right to be familiar with the minutes of the meeting has any shareholder. When discussing commercial matters, a detailed protocol can record a lot of information that is a commercial secret.
On the other hand, the excessive brevity of the protocol may lead ordinary shareholders to think about a formal approach and insufficient efficiency of the board of directors. It is advisable for each issue to indicate the initiators and participants of the discussion, the abstract of the presentation, the essence and authors of the questions asked. This approach, among other things, allows you to more effectively evaluate the contribution of each participant.