Minutes, Meetings, More Meetings and More Minutes – a view from the Hamster on a wheel

14 Jul Minutes, Meetings, More Meetings and More Minutes – a view from the Hamster on a wheel

In a world where well managed corporations have to comply with laws and regulations, part of this entails adhering to corporate governance. Within those governance requirements, entities are expected to  keep proper records of decisions taken.  

At this point we introduce the Company Secretary, the custodian of governance for entities. 

In South Africa, the Company Secretary’s position is legislated, this is particularly important for the  public sector where this is a mandatory requirement in accordance with the Companies Act, 2008. Part  of keeping records entails taking minutes of the meetings held by the directors and management  appointed to these entities.  

The importance of minutes is underestimated, until there is a dispute with regards to certain decisions  that were taken, with these decisions either being confirmed or contradicted by these very minutes  taken at the meetings.  

It is therefore a requirement that minutes be taken in clear language and decisions have to be clearly  recorded. As a mentor to aspiring company secretaries and practicing company secretaries, my advice to them is that they clarify and confirm the decisions should it not be clear from the discussions. This  helps to avoid any misunderstanding so that these minutes become a credible record of the  proceedings. 

On average, one meeting hour requires three to four hours of attention, inclusive of any revisions  required, especially where the minute taker was not present in the meeting and is working from a recording. 

A company secretary is in certain cases also responsible for the actual drafting of minutes, that means  a considerable amount of time will be spent on developing these. This then distracts the company  secretary from attending to their other core functions, i.e., governance and statutory compliance. Which in my view cannot afford to be placed on the back burner. 

Enter the Hamster On The Wheel! 

There are 24 hours in a day, and for those fortunate employees the time spent at work becomes an  eight-hour day. This is rarely the case for some company secretaries. However, I digress… 

With all these key duties that a company secretary has to fulfil, adding minutes to this workload  certainly will see the company secretary running on the same spot in an exasperated fashion like the 

proverbial little hamster. All the while having to maintain the relationships between directors and  management. If he/she is lucky, it will be a cordial one. 

Allow me to elaborate. 

If a company has a board with five subcommittees (in South Africa 2 of these committees are  mandatory) which have four scheduled meetings per year, that equates to 20 meetings per year. From  personal experience, this is hardly ever the case and there may even be 16 meetings in a space of  three months. 

If we do the time calculation it will go as follows: 

I do hope the above sheds light on the laborious nature of developing minutes. Therefore, companies  need to give a lot of thought to the amount of work that goes into developing minutes. It is important  to ensure that there are sufficient resources for the company secretary, it is crucial to the success of  that office. There are various options, to insource or to outsource the work.  

This is mainly the reason why I have opted to provide these services to companies via Mashobane  Advisory Services and together with our team of language specialists, we lighten the load of our clients  in a cost-effective manner.  

To send any comments or questions you may have on the article: info@mashobaneadvisory.co.za 

Authored by former hamster, Anastasia Machobane – BIuris, L.L.B. (University of Pretoria); MDP  (GIBS/UP); Air Law Diploma (IATA); Certificate Editing and Proofreading (University of Cape Town) 

This article contains the views of the writer and should not be construed to be legal advice.