Top ten tips for trustee minute taking – A lawyer’s perspective
Taking trustee meeting minutes is an art form. Quarterly trustee meetings, in particular, often tackle a wide range of technical and potentially sensitive issues.
The move to video-conferencing (and the IT challenges which have come with it – stuck mute buttons, time delays and buckling broadband connections anyone?) has changed the pace and structure of trustee meetings, making the minute taker’s job harder than ever.
So what would be our ten top tips for trustee minutes?
1. Plan ahead
Make sure the minute taker knows who people are and their respective roles and is familiar with what’s on the agenda. If the meeting is looking at a particularly complex issue, an advance briefing can help them pick out the most important elements of the discussion on the day.
2. Include what you need
The trustee meeting is often where important decisions are made. Make sure that all decisions taken during the meeting are specifically set out in the minutes otherwise you may later find that there is a missing link in the chain. Some schemes find it helpful to have a decisions log which accompanies the minutes so it’s clear exactly what was decided.
3. Leave out what you don’t
It’s not unusual for discussions at trustee meetings to go off on a slight tangent, or even round in a circle, before coming back to the matter in hand. This can make for a robust debate but if the detour wasn’t part of the decision making process, it doesn’t need to be included in the minutes (and it can distract from the explanation of the decision). Where a discussion weaved in and out of different points, minuting it thematically, rather than trying to track the actual chronology, can also make the minutes easier to follow.
4. Avoid personal data and opinions
Although meetings sometimes involve discussions about individuals it’s helpful to try to avoid including personal data if you can. Also steer away from personal opinions. A good test is to ask yourself how would you feel if a comment was read by the Pensions Ombudsman or the person involved?
5. Show your thinking
The trustees’ process is often their protection, especially when making discretionary decisions (e.g. on lump sum death benefits). A trustee decision will be less vulnerable to challenge if the minutes clearly demonstrate that a robust process was followed and there are good reasons for the approach taken.
6. Get the right hat on
If any trustees are switching between multiple “hats” (eg a trustee who also has a key company position) be clear in which capacity comments were made, so that company side comments don’t appear to be made on behalf of the trustees.
7. Be careful of paraphrasing advice
Advisers will have crafted their advice carefully, particularly on sensitive or complex points. If this is the case, even minor changes in wording can fundamentally change the advice. Consider either appending and cross referring to any written advice or asking the advisers to provide a draft minute for the relevant item.
8. Don’t leave things hanging
Trustees are responsible for the scheme’s management and have a duty to ensure issues are being addressed. If minutes refer to a problem or a concern, they should also either (a) set out what the trustees decided to do about it or (b) explain why they were comfortable no further action was needed at the time.
9. Make sure they stand the test of time
It’s easy to know what’s happening when you are in the thick of something. But when people move on and memories fade we are reliant on the minutes to tell the story. Try to write minutes as if you weren’t involved and are looking back at them many years later. You may find it’s worth adding some extra background or explanation. If you’ve cross referred to other materials, make sure they are stored with the minutes so that you have the full picture for future reference.
10. Take extra care with “big” decisions
Decisions which are most at risk of challenge require particularly careful minuting. For example, a decision to close a scheme to future accrual, fix a material admin issue or a complex IDRP or discretion case.
Using a checklist can help minimise the risk of missing something important:
- Explain what the issue is
- Describe the investigation of the issue
- Summarise the factors and evidence taken into account
- Set out the decision taken
- Where appropriate, give the reasons for the decision (whether or not to give reasons is a blog subject in itself – see our blog “Decisions, decisions” from 13 January)
- Set out what action(s) will be taken
- Set out who has responsibility for those actions
- Set out the timeframe in which the actions will be taken
Despite the challenges, it is definitely worth making the effort, including getting input from the advisers who were at the meeting.
Minutes are a vital part of a scheme’s records. There are a number of situations in which they might need to be disclosed, at least in part, (including potentially to members, the Pensions Ombudsman or the courts), interrogated or relied on at a later date.
Poor minutes could work against you (for example, potentially suggesting procedural weaknesses or failures to act). But, done well, they can be an important part of the “paper shield” protecting the trustee board.