Business Daily Media

The Times Real Estate

.

So what's a secretary to do? Banking Royal Commission raises questions about what's in minutes

  • Written by Ellie Chapple, Professor, QUT Business School and research leader Accounting for Social Change research team, Queensland University of Technology
So what's a secretary to do? Banking Royal Commission raises questions about what's in minutes

The Financial Services Royal Commission last week challenged the chair of the Commonwealth Bank Catherine Livingstone about her claim that she confronted management during a 2016 board meeting, saying it wasn’t recorded in the minutes[1].

“Do you understand that a failure to comply with the requirements in relation to the keeping of minutes under section 251A of the Corporations Act is an offence?” Counsel Assisting asked.

“The explanation is the minutes don’t usually record verbatim what is discussed at the board meeting,” Ms Livingstone replied.

Minutes came into question again on Tuesday.

Read more: Here's a tip that could make banks phenomenally successful: radical honesty[2]

National Australia Bank chairman Ken Henry was invited to consider whether a board meeting had discussed a dispute between the bank and the Australian Securities and Investments Commission over adviser service fees.

Then he was shown the minutes of that meeting and asked to agree that it had not.

“It’s very probably the case. I can’t say for sure obviously, but it’s very probably the case, yes,” he conceded.

So, ought the minutes of company board meetings to be a complete record of what’s discussed?

Ought company secretaries to be “shaking in their boots” as a result of the Royal Commission hearings, as the Financial Review[3] has suggested they are?

What’s a secretary to do?

All the law requires is that the “proceedings and resolutions” of directors’ meetings be recorded within one month of the meeting.

It offers no guidance about how to do that, and offers no template for the format.

Although it is usually assumed that it is the company secretary who takes the minutes, there is no actual statutory requirement for the person who occupies that position to do so.

Read more: The way banks are organised makes it hard to hold directors and executives criminally responsible[4]

And some smaller companies operate without a company secretary.

Where there is one, that person does much more than take minutes.

With QUT research student Robyn Trubshaw, we have conducted a series of interviews with high profile company secretaries and discovered that what they think matters most is “courage” – the courage to call out lapses of process.

They said it was their job to ensure reasons for decisions were documented, and also, according to some, to act as a “filter” for deciding what was recorded.

By determining what went into the minutes in concert with the board they acted as “shared conscience” of the company.

On their toes

Our interviews also revealed a heightened awareness about the importance of getting the right balance between reporting outcomes and recording discussion.

Company secretaries are already acutely aware that every set of minutes of every board meeting might one day end up as evidence.

Read more: Solving deep problems with corporate governance requires more than rearranging deck chairs[5]

So this suggests the royal commission will not be the game changer for company secretaries that some think it will be.

They are already on their toes.

Whether it’s a chess club, a bowls club, a school board, a small or medium sized enterprise or one of Australia’s largest corporations, the role of the secretary matters.

The good ones already know how to get the balance right.

Authors: Ellie Chapple, Professor, QUT Business School and research leader Accounting for Social Change research team, Queensland University of Technology

Read more http://theconversation.com/so-whats-a-secretary-to-do-banking-royal-commission-raises-questions-about-whats-in-minutes-107509

Cutting edge AI technology designed for doctors to reduce patient wait times launched in NZ

New Zealand specialist doctors now have access to Artificial Intelligence technology to help reduce patient wait times and experts say it could be...

Launchd Takes Off: Former AFL Stars Lead Tech-Powered Platform Set to Disrupt Talent and Influencer Marketing

Backed by Institutional Capital, Launchd Combines Five Leading Agencies and Smart Technology to Deliver Measurable Results Influencer marketing i...

Meet the Australian fintech unlocking rewards for small businesses

Small businesses make up 98 per cent of all businesses in Australia, yet they continue to bear the brunt of economic uncertainty. According to Credi...

Teleperformance (TP) Business Insights Report Reveals Key Shifts in Consumer Behaviour

TP’s Business Insights report  into consumer behaviors and preferences, taking in more than 57,000 respondents across 19 sectors, is shedding new li...

HubSpot launches platform-wide AI tools to help businesses close the adoption gap

HubSpot today unveiled more than 200 updates across its customer platform to help businesses grow better. The release introduces smarter tools, new AI...

Why Every Leader Needs a Personal Branding Strategy in 2025

One of the best investments you can make in 2025? Your Personal Brand.In today’s competitive and digitally driven business world, authenticity and...

Sell by LayBy