Access to documents like meeting minutes is granted, although certain privileges may limit the disclosure of sensitive information.
In addition, shareholders are entitled to be provided, on demand and without charge, with a copy of the company's last annual accounts and the last directors' report and any auditor's report on those accounts (together with any statement on the auditor's report).
Finalized board meeting minutes must be distributed to all directors and shareholders, regardless of their attendance at the meeting. The board chairman must approve the minutes before distribution, ensuring the document reflects an accurate and concise record of the meeting.
Understand who can access minutes: In many cases, meeting minutes are considered public records, which means others can view them. Make sure you understand who can view the meeting notes, and keep that audience in mind when deciding what information to include.
Answer: A board member has the right to view all the board meeting minutes. This is necessary because a board member is a fiduciary for the organization, in a position of trust. One has the obligation to familiarize oneself with the history and actions of the organization, in order to fulfill that trust.
You discuss sensitive matters like financial performance in your board meetings, and of course you want to make sure that important company discussions are kept confidential. Board meeting minutes aren't public.
There is no general requirement that board minutes be public – though some countries have laws that they must be available to members. However, not-for-profit organisations earn trust by being open about how they handle the public trust that has been granted to them.
Meeting notes
Within a reasonable time (typically a week) after any Formal or Investigatory Meeting, you should be sent a written record of the meeting. You must be allowed time to check and confirm whether this is an accurate record of what was discussed.
Board minutes often contain information that is subject to the attorney-client privilege and that directors may prefer to keep confidential. However, most jurisdictions allow stockholders to inspect corporate books and records, including board minutes.
While some shareholders have voting rights, allowing them to make some company decisions, such as electing board members, they are now allowed to participate in every facet of a company. Shareholders are not allowed to participate in the day-to-day management of a company.
Generally, shareholders have the right to access important documents of the company including financial statements, meeting records, contracts, and records of share transactions.
A stockholder, also called a shareholder , is a person who owns stock in a corporation . The stockholder has several rights; including the right to vote for board members , the right of receiving interest and dividends from the company, and the right of bringing a lawsuit against the corporation or the board members.
Members of organizations are entitled to obtain certain records like financial reports and meeting minutes. More importantly, board directors have legal and fiduciary duties, so it's important to have a record of the actions that the board took during meetings.
Shareholders generally have a right to: receive a copy of the company's annual accounts and reports for each financial year (section 423 Companies Act 2006); inspect records of resolutions and meetings (section 358 Companies Act 2006);
Of course, shareholders have a legal right to attend annual meetings. It is, after all, the one time each year they have an opportunity to sit in the same room with representatives from the company.
Shareholders have no general right to inspect board minutes, in the absence of an express provision in the articles (or another agreement to which the company is a party, such as a shareholders' agreement).
Note that minutes of meetings and accompanying documentation can be requested under FIPPA, and with few exceptions, access to these records may be granted.
After the meeting is over, you need to distribute the minutes you have recorded to the various board members. There are multiple ways in which you can do this. It could be through email, hardcopy, or board portal software.
Minutes, papers, agendas should be public and meetings should have a portion of the session for confidential matters e.g. financial, HR, crisis management etc., to be discussed in private, either before or after the open session. Confidential matters and papers are still confidential.
If meetings or board meeting minutes were made public, the board would find it difficult to discuss proprietary information, details about shareholders and employees, and sensitive financial data. A board has a fiduciary duty, which requires the protection of financial information.
Board meeting minutes should be prepared and distributed in a timely manner after each board meeting. Ideally, minutes should be circulated to board members for review and approval within a reasonable timeframe, such as before the next scheduled meeting.
Board meeting minutes do not need to be made publicly available – and in many cases they should not be, because they detail confidential or sensitive issues. However, past board meeting minutes should always be readily accessible to board members and shareholders as they will provide a formal record of the proceedings.
Meeting minutes best practices include capturing the meeting's essence, not every utterance. Remember, these documents are discoverable in legal proceedings and can serve as evidence in lawsuits.
The most common secondary users of board minutes are auditors. There is also a perceived risk of minutes being discovered during a discovery process, particularly where legal advice may be under discussion.