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Corporate Minutes: The Not-So-New Frontier
Until recently, the subject of corporate minutes seemed about as interesting ' and received about as much attention ' as watching paint dry. However, for a number of reasons, the subject now receives considerable attention from the legal and corporate governance communities, and from boards of directors themselves.
Why the 'Sudden' Interest in Minutes?
The primary reason for this renewed interest is concern that inadequate or incomplete minutes can increase the exposure of directors and others ' possibly including corporate secretaries ' to litigation or even criminal prosecution. Section 802 of the Sarbanes-Oxley Act of 2002 states that any person who “knowingly … conceals, covers up or falsifies, or makes a false entry in any … document with the intent to impede, obstruct or influence the investigation or proper administration of any matter …” can be subject to fines and/or a prison term of up to 20 years. While it is debatable whether this language was intended to apply to minutes, representatives of the Justice Department's Enron Task Force have resolved any debate by publicly stating that incomplete and/or inadequate minutes can serve as the basis for prosecutions for obstruction of justice. The concerns raised by this statement have been reinforced by the trial-related publicity and intense scrutiny being given to the deliberations of the compensation committees of The Walt Disney Company and Tyco International, Ltd.
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