With the recent increase in proxy litigation and the public focus on executive pay, it is very important that the minutes of the compensation committee of the board of directors be recorded properly. Following are some tips for taking good minutes; an ounce of prevention is worth a pound of cure:

1. Advance Preparation/Choreography: Have a pre-established calendar of meetings with, to the greatest extent possible, repeatable agenda items and background materials and resolutions prepared and distributed to the committee well in advance by an integrated team of inside and outside experts. Have a pre-meeting call with the CC chair for each meeting.

2. Who Should Attend: For a variety of reasons, attendance at the meeting should be limited to the following...