In business governance, the board secretary is responsible for making sure that board meetings are done efficiently and effectively. One duty that needs serious consideration, however, is taking meeting minutes. Although it would be easy to task the board secretary with this, there are compelling reasons not to do so. Especially, conflict of interest, prejudice, and need for impartiality problems suggest that a board secretary be not suggested for recording the minutes of the meeting.

In the first place, the issue of conflict of interest is highly worrisome. The board secretary will usually have close kinships with board members and can potentially be significantly involved in the overall direction of an organization as well as the organization’s decisions. This level of involvement may create a scenario in which the secretary and the board members share an interest, which can compromise the objectivity needed to correctly capture discussions and decisions. In this respect, there is a possibility that the minutes will present a biased perspective or exclude opposing viewpoints, creating an incomplete or inaccurate meeting record (Hillman, 2020). Secondly, the possibility of bias is also a matter of concern.

As board secretaries are acquainted with members of the board and remain engaged with the day-to-day activities of the organization, they may unintentionally allow personal friendships or sentiments to guide how the minutes are recorded in the meeting. Such can result in minutes that fail to clearly and justifiably reflect what has been discussed, and thus erode the truthfulness and applicability of the record of the meeting. To uphold their credibility for minutes, they must be unbiased, which ensures trust and openness in the company (Chin, 2019). Objectivity while taking minutes is vital. Ideally, the work should be delegated to someone who can remain neutral. A neutral minute-taker can provide a well-balanced report of the meeting, taking down all points that are relevant and diverse opinions without bias. This impartiality becomes especially crucial where contentious or sensitive issues are in question, so that the minutes can serve as a real directive for future reference or potential disagreements (Stahl, 2021).

To reduce these risks, an organization can have a neutral third party or independent expert minute-taker who is not directly involved in the board’s strategic planning. This would reduce the perils of conflict of interest and bias to a great extent and optimize the factual representation of proceedings through meeting minutes. In addition, with advances in modern technology, such as using digital recording equipment or specialized programs, the accuracy and efficiency of minute-taking could also be enhanced (Chin, 2019).

In summary, although the board secretary is at the center of coordinating board meetings, delegating to them the responsibility of taking minutes might not be the best option considering the threats of conflict of interest, bias, and impaired impartiality. By recognizing these issues and seeking other solutions, organizations can make their meeting minutes a true and open document, building trust and accountability in their governance process.

References

Chin, C. A. (2019). Best Practices in Corporate Governance: The Role of Board Secretaries. Governance Press.
Hillman, A. J. (2020). Corporate Governance and the Challenge of Board Secretary Involvement in Decision Making. Journal of Business Ethics, 134(2), 307-319.
Stahl, G. K. (2021). The Importance of Objectivity in Corporate Governance: How Impartial Minute-Taking Can Enhance Board Effectiveness. International Journal of Corporate Governance, 14(1), 57-70.