Mitigating partnership risks - it only takes a minute

WRITTEN BY

Steven E Twait, Vice President, Alliance and Integration Management, AstraZeneca

Taking minutes at governance meetings is unlikely to be the favourite task of many alliance managers but officially documenting such discussions is actually one of the most important services they can perform.

Meeting minutes form an ever-evolving framework within which an alliance develops, while also playing a vital role in decreasing partnership risks and reducing legal uncertainties.


Three
 sources of risk (and how to reduce them)

Anything put into writing and sent off for review opens the door for misinterpretation. There are three main ways in which this can present a risk to a partnership.

1. Using loaded words and provoking negative feelings
This might be comments such as, “After a seven-week delay, Company X provided the necessary resources to start writing the clinical trial protocol.” While this statement might well be accurate and satisfying to write, it could also be seen as taking an unnecessary swipe at Company X.

2. Altering minutes to reflect what the author would have liked to have said or done
This generally happens when someone commits to something beyond his or her authorised level or neglects to mention some relevant piece of information during the governance meeting. It increases human risk by raising readers’ suspicions about why the minutes have been ‘doctored’.

3. Approving minutes that are imprecise or unclear
Choosing certain words to avoid offending a partner may be well-intentioned but it’s a trade-off that often causes these types of minutes to lack clarity about decisions. This can confuse the reader and delay the clarification of important details, which can lead to unnecessary costs and delays.

Thankfully, it’s possible to reduce risks quite easily, by following a few simple rules:

  • During a governance meeting, review the draft minutes at the end of each agenda section
  • Alternate responsibility among the governance group for taking minutes
  • Embed copies of all presentation and supporting materials into the minutes
  • Allow a week to review draft minutes before making them official.

 

 

What’s the right amount of detail to include?

A primary objective of alliance governance minutes is to capture the decisions surrounding the strategy, tactics and financial transactions of the alliance, as well as any assigned tasks and relevant deadlines.

The minutes, while brief, should include enough detail that someone new to the alliance could go back and be able to reconstruct what was discussed. Using a standard template for minutes is a great way of enabling this.

Seek legal advice

Legal uncertainties in minutes are often created unintentionally, as the parties in an alliance rush to document the meeting and take shortcuts that can lead to misunderstanding or misinterpretation. Again, the goal of creating minutes is to accurately capture the essence of the meeting, without injecting any personal perspectives or post-meeting spin.

Any discussion touching upon areas such as product or patient safety, government compliance or pricing, should be drafted and reviewed by someone with solid legal judgment prior to finalising the meeting minutes.

A powerful resource for alliance managers

The job of minute-taking is one of the most important roles that an alliance manager can play in a meeting. Taking good minutes that accurately reflect a governance meeting’s proceedings is a skill that requires experience and solid judgment.

Second only to the contract, minutes create a powerful record of what has taken place in an alliance, so great care should be taken to avoid injecting additional risk by taking shortcuts that result in inaccurate or vague minutes.