Minutes of the meeting - we draw up correctly

The record of the meeting is a document reflecting information on the issues discussed and decisions taken at the meeting. It refers to the organizational and administrative documentation. The information shall be entered in the minutes by the secretary of the meeting or by another authorized person on the basis of dictaphone or manual recording. Prior to the meeting, all necessary documents should be prepared: the agenda, the list of participants, the texts of speeches, as well as drafts of possible solutions.

The minutes of the meeting of the commission or of another authority can be issued in full or in short form. The latter does not include the course of discussion of the issues to be solved and fixes only the decisions taken.

The protocol in its full form usually includes two parts - introductory and basic. The opening contains the names (as well as the initials) of the presiding officer, the secretary and participants in the meeting, as well as the persons present. If the number of those present is greater than 15, a reference is made to the mandatory full list of names. If present are related to different authorities, for each position and place of work is indicated.

In addition, the introductory part must necessarily indicate the agenda, listing the issues in order of importance and indicating the name of the rapporteur for each issue.

The minutes of the meeting in its main part consist of sections in accordance with the agenda. The text of each of the items, as a rule, is constructed according to a short scheme:

- They listened: Name.

- Resolved (or decided): Name.

The summary of each statement is recorded in the text of the protocol or attached as a separate material (with a note in the text of the protocol with the appropriate link). In the case of voting, its results are given. The decision adopted for each item must be included in the protocol.

The minutes of the meeting must be signed by the chairman, as well as the secretary of the meeting. The date of the meeting or meeting is considered to be the date of the protocol. Each protocol is given a sequence number separately for the corresponding protocol group, if necessary with an alphabetic code. The numbering is carried out over the growing year.

The minutes of the meeting of the Board of Directors have their own peculiarities. General requirements to this document are given in the text of the Federal Law "On Joint Stock Companies" (Article 66). In addition, in the event that the board of directors decides to issue shares (securities) at a meeting, then, according to the standards for the issue of securities approved in the Russian Federation, the minutes of such a meeting should reflect the results of a roll-call vote of all council members. This is the main regulatory requirement for the protocol.

In practice, the design of such protocols can vary greatly in the way they are compiled and the degree of detail. Some protocols correspond to the detailed transcript of the meeting with the reflection of all replicas and questions asked. The requirement for such a protocol is usually fixed in the provision on the board of directors.

The other extreme is the extremely brief record of the meeting, which includes only information on the composition of the participants, the agenda, the formulation of the questions posed and decisions taken.

The optimal option is usually something average. An excessively detailed protocol is drawn up, as a rule, on the basis of audio recordings of the meeting. When it is deciphered, there may be inaccuracies that distort the meaning of the issues being solved. In addition, it should not be forgotten that any shareholder has the right to be familiar with the minutes of the meeting. 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 the idea of a formal approach and insufficient effectiveness of the work of the board of directors. It is desirable for each question to indicate the initiators and participants of the discussion, the annotation of the speech, the essence and the authors of the questions asked. This approach, among other things, allows you to more effectively assess the contribution of each participant.