Investment Committee Meeting Minutes
(Defined Contribution Plan)

Summary

This template consists of sample minutes of a fiduciary committee meeting, like an investment committee, for a defined contribution retirement plan that is subject to the Employee Retirement Income Security Act (ERISA). This template contains practical guidance, drafting notes, and alternate and optional clauses. Under ERISA, persons who exercise discretionary control or authority over the management or administration of a plan are subject to fiduciary responsibilities. See ERISA Fiduciary Duties. A plan fiduciary includes each member of a plan's investment committee tasked with some discretion over selecting or monitoring plan investments and service providers. Good governance requires that committees record their meetings in minutes that are ratified by a quorum of the committee. Board meeting minutes demonstrate the fulfillment of ERISA fiduciary responsibilities by providing a written record of the decision-making process. They should document significant decisions taken by the committee and demonstrate that the committee thoughtfully carried out its deliberations and fiduciary duties. Best practice is to schedule meetings quarterly with interim meetings (which may be handled by written consent) where prompter action is required. Creating "well-drafted" meeting minutes generally requires two items: • A review of the who, what, where and when regarding the meeting, with salient issues discussed –and– • A demonstration that the committee provided appropriate consideration to each issue Best practices in structuring the minutes requires that you summarize the meeting particulars and material decision-making, providing: • Date • Time • Location • Internal and external attendees • Pertinent topics discussed • Changes in the committee's composition • Summary of decisions (and supporting documentation and advice that was considered in reaching those decisions) If both settlor functions (e.g., plan design and termination) and non-settlor functions are discussed during the meeting, then they should be clearly distinguished in the meeting minutes. The minutes, usually prepared by the board secretary or his or her delegee, should be descriptive enough to serve as a resource for members to recall what was discussed and decided at each meeting. As counsel or secretary, retain materials circulated to committee members in connection with the meeting, such as reports from third-party service providers, and incorporate the materials by reference into the minutes. In the context of a suit against the plan, the plan sponsor, or the fiduciary committee, meeting minutes often are part of a document request and will reflect the committee's deliberation (or not) on a topic. Minutes taken during a meeting are much more likely to represent the information presented during the meeting as opposed to preparing meeting minutes several weeks or even months after the meeting has occurred. Meeting minutes should always begin with documentation and approval of the prior meeting minutes. Document all attendees, including any guests, such as consultants and professionals. The board will want to formally adopt any changes to the plan document governing the plan and include periodic updates as required by the Department of Labor. As the board decides to update or change elements of the plan or plan policies, including the investment policy statement or charter, include these decisions in the board minutes. If there are any supporting documents presented during the meeting it should also accompany the formal record. It is difficult to prepare good meeting minutes that highlight procedural prudence, while avoiding falling into various traps for the unwary. Minutes can be scrutinized in great detail, by the government or a judge, possibly many years after their being finalized and adopted. Drafters of minutes should make sure that no open-ended questions are asked in the minutes that are not answered (such as, "the committee asked the investment consultant if there were alternative funds that could be considered" — without including the corresponding response from the consultant). Similarly, the drafter should check the minutes of the previous meeting to see if any issues were raised in that previous meeting that were supposed to be addressed in the subsequent meeting. If so, and if that issue was not addressed in the subsequent meeting, the drafter should note it and indicate that it will be addressed in a later meeting. Minutes should describe votes taken by the committee overall, but each individual member's vote is not required to be documented (although some committees prefer individual vote-counting). Generally, meeting minutes should be succinct — a log of every comment and by whom made is tedious and difficult to read and can sometimes result in individual committee members getting into unnecessary trouble. For additional information on ERISA's fiduciary obligations generally, and investment committee functions, see Investment Committee Issues for Defined Contribution Plans and ERISA Fiduciary Duties. See particularly Investment Committee Issues for Defined Contribution Plans — The Meeting Agenda and Documentation. For a sample agenda for an investment committee meeting, see Investment and Administration Committee Meeting Agenda Checklist (Defined Contribution Plan). Also see Investment Committee Charter (Defined Contribution Plan) and Investment Policy Statement (Defined Contribution Plan). For other investment fiduciary-related resources, see the ERISA Retirement Plan Investment Resource Kit. For a full listing of key content covering 401(k) and other defined contribution plan compliance, see 401(k) and Other Defined Contribution Plan Compliance Resource Kit.