When it comes to documenting board meetings, less is more, right? Before Sarbanes-Oxley, many held this view. These days, however, meaningful record-keeping must be a top priority for boards looking to fulfill their duties and shield themselves from potential litigation.
With greater power associated to Audit Committees comes indeed increased responsibility. Documentation does more than provide a record of an audit committee’s work. The very act of recording brings much-needed discipline to the oversight process, helping to ensure that the committee fulfills its duties. In the event of fraud allegations, documentation can rebuff plaintiffs’ claims that the audit committee was partly to blame. It can also pick up where fading memories leave.
You can read about the background, methods and consequences of keeping minutes by going to the “Archives” section of
www.boardmember.com, scrolling down and double-clicking on the September/October 2005 issue to find and double-click the article entitled “A View From the Bar: Covering Yourself on the Audit Committee”.