Effective minute taking and retention are essential aspects of corporate governance, ensuring transparency, accountability, and compliance within organizations. Governance Standard 003, Governance Standard 001, Governance Standard 002, developed by the Institute of Certified Secretaries Kenya (ICS-K), in conjunction with the Companies Act, 2015, applicable laws, regulations and other statutes set out specific guidelines for the recording and preservation of minutes during meetings. This article provides a detailed overview of Governance Standard 003, elucidates its significance in corporate governance, and explores the crucial role of the company secretary in minute taking and retention.
Governance Standard 003, commonly referred to as GS 003, is a regulatory framework established by the ICS-K to enhance the efficacy of minute taking and retention within corporate entities in Kenya. The standard serves as a best practice guideline for company secretaries, ensuring that they carry out their duties with diligence, accuracy, and professionalism. GS 003 outlines specific requirements for minute-taking processes, including preparation, recording, and dissemination, and sets parameters for the retention of these important corporate records.
The primary objective of GS 003 is to maintain a comprehensive and reliable record of all proceedings during meetings, including board meetings, general meetings, and committee meetings. It emphasizes the importance of transparency and accountability in corporate decision-making processes.
The company secretary plays a pivotal role in the minute-taking and retention processes as they are responsible for overseeing the administrative and governance functions of the company. Their duties include:
a. Pre-meeting Preparation
Prior to a meeting, the company secretary collaborates with key stakeholders to prepare the agenda and ensure it aligns with the company’s strategic objectives. They also gather relevant documents and information to be discussed during the meeting.
b. Recording of Minutes
During the meeting, the company secretary diligently records accurate and comprehensive minutes of the proceedings. Minutes should include the date, time, location of the meeting, attendees, apologies received, and any decisions or resolutions made during the meeting. It is crucial to maintain impartiality and objectivity while taking minutes to ensure an accurate representation of the discussions
c. Post-meeting Review
After the meeting, the company secretary carefully reviews the minutes to verify their accuracy and completeness. They may consult with key stakeholders or refer to audio recordings, if available, to ensure the minutes are a true reflection of the meeting.
d. Dissemination of Minutes
Once the minutes are finalized and approved by the relevant authorities, the company secretary ensures their timely dissemination to all attendees and other relevant parties. This step fosters transparency and ensures that everyone is informed about the decisions and actions taken during the meeting.
e. Retention and Maintenance
The company secretary is responsible for the secure retention and maintenance of all meeting minutes as per the requirements of GS 003 and the Companies Act, 2015. Minutes must be stored in a safe and accessible manner for a prescribed period, typically a minimum of ten years. This retention period allows for future reference, audits, and legal compliance.
Governance Standard 003, in line with the Companies Act, 2015, serves multiple critical purposes within the corporate landscape of Kenya:
Governance Standard 003, in tandem with the Companies Act, 2015, plays a significant role in shaping corporate governance practices in Kenya. By providing clear guidelines for minute taking and retention, it ensures transparency, accountability, and adherence to legal requirements. The company secretary’s role is central in executing these processes with diligence and professionalism, safeguarding the accurate documentation of important corporate proceedings. Companies that embrace GS 003 demonstrate their commitment to robust governance practices and are ultimately better equipped to achieve long-term success.