In my roles as Board Secretary and Company Secretary, I’ve encountered various approaches to recording Directors Only Time (DOT) time, also known as In-Camera time, or In-Committee time. This practice, where board members meet without staff or external advisors, is crucial for candid discussions. However, minuting these sessions can be challenging due to the sensitive nature of the topics discussed. Based on my experiences, I’d like to share three methods I’ve encountered, their implications, and why one method stands out.
- DOT is Not Recorded at All
In some organisations, DOT is not recorded at all. While this approach is often taken to maintain the utmost confidentiality, it can lead to issues. The lack of documentation can pose challenges, especially if decisions made during DOT need to be referenced later. For instance, I once worked with a board where a critical strategic decision was made during DOT, but due to the absence of records, it became difficult to follow up on these decisions. This method, while ensuring confidentiality, can also lead to a lack of accountability and continuity, which can be detrimental to effective governance.
- Chair Takes Notes and Sends a Summary
My preferred method involves the Chair taking notes during DOT and sending a summary to the board secretary to include in the minutes. This approach strikes a balance between confidentiality and documentation. I recall a situation where this approach worked exceptionally well: the Chair succinctly captured the essence of the discussion and any decisions made, which were then included in the minutes with minimal detail. This ensured that there was a record of the decisions without compromising the confidentiality of the discussion. Another experience was the Chair writing a more fulsome summary, which was captured in separate minutes and approved in DOT at the next board meeting. With board management software like BoardPro or Diligent, these summaries can be securely stored and managed, accessible only by board members. This software ensures that sensitive information remains confidential while providing a valuable reference for future decisions, enhancing the efficiency and effectiveness of the board’s operations.
- Board Secretary Stays and Takes Separate Minutes
The third method involves the board secretary staying in the meeting to take minutes, which are kept separate and only visible to the Board. This approach provides a comprehensive record of the discussion while maintaining confidentiality. This method is highly effective in maintaining a detailed and accurate account of DOT sessions. For instance, in one Board I worked with, the separate minutes were securely stored and only accessible to board members and myself, ensuring confidentiality while providing a valuable reference. This approach promotes transparency within the Board and ensures a clear record of all discussions and decisions. However, it can sometimes feel less confidential to the board members present, limiting candid conversations at the board table.
Conclusion
Each of these methods has its advantags and challenges. However, from my experience, the most effective approach is to have the Chair take notes and then summarise them for the board secretary. This method offers a balanced solution, ensuring thorough documentation and confidentiality. Leveraging board management software to manage these summaries securely further enhances this method, providing easy access to critical information while maintaining strict confidentiality.
Minuting DOT sessions is a nuanced task that requires careful consideration of confidentiality, accuracy, and accessibility. By sharing these experiences, I hope to provide insights that can help other boards navigate this complex aspect of governance effectively.
