What goes into minutes?
The level of detail included in the minutes will vary from company to company. General inclusions would be:
Name of the company
Nature and type of meeting, e.g. directors’ meetings, committee meeting, etc
Place, date and starting time
Name of the chair
Attendees, either physically or by remote access. Invited guests should be separated from usual attendees.
Presence of a quorum
Minutes of the previous meeting
Materials distributed before and during the meeting
Proceedings of the meeting and resolutions made. To make cross referencing easier, resolutions should be numbered. NB. Listed companies have additional requirements relating to proxy voting (s 251AA).
When attendees leave and re-enter the room
Abstentions from voting, e.g. due to conflicts of interest
Signature of the chair.
What should not go into minutes?
Remembering that while minutes can be used for a director’s defence in court, poorly taken minutes may also be used against a director by regulators or the opposing party’s lawyers. Matters which should not be included in the minutes are:
individual speeches or arguments
admissions of liability
Keep to a minimum disclosures of legal advice, which is generally subject to legal professional privilege5. Minutes can briefly state that a matter subject to professional privilege was discussed but should not go into detail PENRITH CITY COUNCIL
CODE OF MEETING PRACTICE
The Code of Meeting Practice sets out the manner in which meetings of the Council and Committees of Council are to be convened and conducted.
The Code incorporates the requirements of the Local Government Act, 1993 (as amended) and the Local Government (General) Regulation, 2005 with respect to meetings. Changes, which are made to the Act or Regulation, will automatically be incorporated into this Code and such changes will not be advertised.
This Code has been structured to assist the reader to easily understand what is required in the conduct of meetings and can, if required, be used as a reference document for committees and forums associated with Council.
Where sections of the Act and Regulation make reference to other parts of the Act or Regulation the relevant clause in the Code has been substituted and an italic type has been used. The other sections of the Code, which have been formulated to meet the conditions which are considered appropriate for Penrith City Council, appear in a bold italic type in the Code. Should the Council wish to amend these sections of the Code it will need to be advertised in accordance with the requirements of the Act and public comment sought.
This Code will come into effect after consideration by Council, of comments from the public exhibition process in response to the exhibited draft. The date of adoption of the Code by the Council, will be the effective date from which the Code will come into effect. Pages in the Code will be dated so that any changes to the Code either by way of legislative amendment or amendment by the Council can be easily identified.
The formal review date for this Code is 3 May 2012, however the Council may decide to review and adopt an amended Code prior to that date to meet changing circumstances as they arise. Any review will be carried out in accordance with the provisions of the Local Government Act and the Regulations.
Obligation to comply with the privacy principles The privacy principles are defined in the dictionary in schedule 5 of the IP Act as the requirements applying to an entity under chapter 2. The requirements in chapter 2 relevant to local government are:
• to comply with the Information Privacy Principles (IPPs)
• not to transfer personal information out of Australia unless the transfer complies with section 33, and
• to take reasonable steps to make contractors subject to the IP Act where required by chapter 2, part 4....
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