TQR: Trustee minutes – should they take hours?

A consideration of what content trustees' minutes should contain in light of trustees' duties and disclosure and cost issue

Ashley Fife TEP, Head of Legal at Equity Trust (Jersey) Ltd,  has contributed a timely article to Trust Quarterly Review (TQR) on what trustees should, and should not, record in minutes of their decisions.

What information should trustees’ minutes contain?

Trustees’ minutes should, as succinctly as possible demonstrate that the trustees have exercised their discretions in a responsible manner by:

• including a summary of material elements of the transactions contemplated, sufficient to demonstrate that the trustees understand those transactions
• identifying the relevant background facts, documents and context in which the transactions are being considered
• attaching the documents that the trustees would need to execute to give effect to the transactions being considered
• considering the discretions that are available to the trustees under the trust instrument that permit them to enter into the contemplated transactions
• attaching key documents relevant to the trustees’ decisions, particularly if the documents are of a more discrete nature (for example, a file note of a telephone discussion or an email). Alternatively, rather than attaching those documents, the trustees may simply identify the documents. This may be practical where the documents considered are voluminous, or easily accessed or identifiable (for example trust instruments, recent financial statements, relevant previous contracts), and
• observations setting out why the trustees consider that their entry into the transactions is appropriate in the circumstances, in light of the interests of the beneficiaries as a whole and including how the transactions will likely provide benefit to one or more beneficiaries of the trust.

TQR Vol 9 Issue 2 May 2011 pp.18-24