‘Transparent Minutes’

Loes van Manen has been asked to take minutes at a meeting of the supervisory board and the management of a major insurance company. It is going to be a tough meeting: the management intends to make a major takeover and the supervisory board disagrees. The debate is fierce and it is regularly reported that the aforementioned should be kept out of the minutes. Loes is not easily intimidated but

the discussions continue and there is no agreement thus far. She attempts to record the meeting as well as possible. After she has drawn up the minutes she sends them to the company secretary to check if she has used the correct names and terminology. However, the secretary addresses the content and requests her to rewrite some passages a little less translucently and even implores her to leave out certain paragraphs. The secretary did not attend the meeting and Loes does not feel for the idea of leaving out crucial sections. What is she to do? She does not wish to argue with the secretary. She decides to leave the minutes unaltered and sends them on to be read by the director as well. He also wants wishes her to alter the minutes. Loes is in doubt about adjusting the minutes. What would you do?

Advice
Marcel Pheijffer justly writes in his opinion piece ‘Transparent Minutes’ in the Financial Daily that minutes should ‘… not only serve as evidence, liability or discouragement, but, above all, they should say a great deal about the culture of an organization.’ Everybody within an organization contributes towards the culture of this organization. This also applies to Loes. She justifiably addresses her director about the omission of relevant facts from the minutes. Her questions and observation that many relevant facts have been discussed without being recorded may lead to an exchange of arguments and trigger the director to contemplate the matter and perhaps even encourage action on his part.

However, it is also possible that the director stands firm and does not have much patience for this discussion. The minutes will then be submitted to the meeting in the amended form. Loes could refuse to take liability for the adjustments. In that case the omitted facts and arguments should be substantial. Under these circumstances contacting the compliance officer seems to be appropriate. In general we would advise the following: Update the minutes according to the director’s request and keep on sharing the observations internally.

It is not the director, but the assembly who is ultimately responsible for confirming the minutes. If one of the members of the meeting is of the opinion that the minutes are incomplete or incorrect, this will lead to an adjustment of the minutes. It is possible that the minutes may tend towards Loes’s draft retrospectively.