Should We Be Concerned That the Board's Minutes Are So Sparse?

Aug. 11, 2015 — The lack of detail or sparseness of minutes could be a sign of either deficient governance, poor secretarial skills, and/or an intentional attempt to obscure or not disclose something.

Notwithstanding the foregoing, the sparseness of minutes may simply be based on the recommendation of the board’s managing agent or legal advice of its corporate counsel following the axiom that “less is more,” since the critical issue is the quality not the quantity of content. Accordingly, minutes containing the date of meeting, attendees, issues, or discussion topics, approved or tabled, are sufficient regardless of detail.

Bram G. Fierstein is president of Gramatan Management.