Board of Directors meeting minutes are often not prepared by an experienced, professional Corporate Secretary who knows what to include and what not to include in Board meeting minutes and how to write minutes. Board meeting minutes should neither be a transcript of Board meetings nor a skeletal outline of what took place at a Board or Board Committee meeting. As a result, the preparation of meeting minutes has become an art form to be performed by an experienced Corporate Secretary. This webinar will explore best practices for a Company’s Corporate Secretary to prepare Board of Directors and Board Committee meeting minutes. Key topics to be discussed include:
- Purposes of Board and Committee Meeting Minutes
- Required Elements for Meeting Minutes
- Form and Style Suggestions for Meeting Minutes
- Control of Content of Minutes
- Handling Director Dissents and Conflicts of Interest
- Protecting Attorney-Client Privileged Portions of Meeting Minutes
- Drafting, Review and Approval Process for Meeting Minutes
- Board Resolutions
- Review of Meeting Minutes by Auditors and Regulators
- Destruction of Draft Minutes and Directors Notes and Copies
- Limiting or Allowing Access to Meeting Minutes
- Methods to Store and Preserve Minutes
This webinar will be presented by Paul Marcela, Vice President & Secretary of the Private Directors Association and President of Governance Partners Group, a professional services firm that provides outsourced Corporate Secretary services for private and small to mid cap public corporations and not for profit organizations.
Governance Partners Group, LLC
Paul Marcela is President of Governance Partners Group, a corporate governance services firm that specializes in providing external Corporate Secretary services to companies that seek support in attending to the corporate governance requirements of their Boards of Directors. GPG focuses on providing governance services to private companies, small to mid-cap public companies and not-for-profit organizations that may not have sufficient internal resources to practice good governance in a robust manner.
Paul is the Vice President & Secretary of the Private Directors Association and has served the Society for Corporate Governance as Chair of the Society’s Private Companies Committee, as a member of the Society’s National Board of Directors and the Southeast Chapter Advisory Council and as President of the Detroit Chapter.
Previously, Paul has been Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies and Associate General Counsel & Assistant Secretary of Dow Corning Corporation.
Paul earned a J.D. from Case Western Reserve University, a M.B.A. from Central Michigan University and a B.S. from Allegheny College.