Making Board Meetings Count

A board’s productivity and effectiveness are based on its understanding and implementation of theory and practice. These items most obviously meet in the boardroom.

A board meeting should be stimulating, challenging and, ultimately, satisfying. It is where the board adds real value. It should focus on two core elements:

• desired strategic achievements and an understanding of the environment and issues impacting on the organisation’s ability to achieve its goals; and
• the risk factors that could impede or disrupt the organisation’s ability to achieve the desired results – in other words, monitoring the chief executive and organisational compliance with board policies and externally imposed statutes and requirements.

Meeting frequency and duration

The board should meet as often and for as long as it needs to carry out its governance duties.

The less often boards meet, the more difficult it is to develop and maintain continuity of thought. Infrequent meetings may force either the chief executive or the chair (or both) to exercise a higher level of initiative and autonomy than the board is comfortable with.

Monthly meetings place pressure on staff, particularly in small organisations. Every six weeks is a common cycle.

A board that meets for less than two hours is unlikely to have time to give effective direction. By the same token, there’s a lot of truth in the adage that ‘work expands to fill the time available’. The longer the meeting, the more likely the board will become embroiled in unnecessary detail.

Type and place of meeting

Teleconferencing shouldn’t be relied on as the principal method of meeting. Only face- to-face meetings allow full communication and understanding.

All boards should consider whether their usual meeting room provides an appropriate environment. Factors to consider include seating comfort, acoustics, lighting, temperature control, and equipment. Effective deliberation can be impeded if any of these are deficient.

While it’s important to observe trends and to understand what lessons can be learned from past efforts, the board has no ability to influence what has already happened.

Board meeting focus and structure

The time available for a board to meet is arguably its scarcest resource.

Boards can get ‘bogged down’ in shorter-term, day-to-day operational and management matters at the expense of paying adequate attention to governance-level policy and strategic issues with longer-term significance. A balance is needed between reviewing past performance and dealing with the future through

Boards may benefit from an occasional review of their use of time, allocating different topics into one or other of the cells in the following matrix.

This analysis alone will encourage debate about what is an important use of board time. Over time, the board should aim to spend an increasing proportion of time on matters that are important but not urgent. Environmental monitoring, strategic thinking, policy-making, relationship-building, risk characterisation, performance review and development, etc. would typically be in the that category.

These can be scheduled into an annual agenda as outlined in Step 7.

Board meeting agendas

The development of board agendas shouldn’t be delegated to the chief executive. The board meeting is a governance forum, not a management one. It’s almost inevitable that when the chief executive and other managers plan the board’s meeting, they’ll do so with their own roles in mind, rather than with a sole focus on the board’s governance task.

The structure and sequence of items within a meeting is important. Many boards have benefited from an agenda that tackles more demanding strategic issues early in the meeting. Such boards leave monitoring and other compliance-type topics until later in their meeting. At that stage, it matters less if the board is tiring or some members have to leave before the agenda is completed.

Another tactic is to schedule separate meetings for strategic thinking. Such retreat-style meetings can be worthwhile so long as it’s not then assumed that strategic thinking is something to be undertaken periodically rather than as a matter of course.

Some boards use what is commonly known as a consent agenda. This groups items that are presumed to need no discussion but can be ratified in one motion. This may include reports vetted by committees.

Achieving the desired focus on important rather than urgent matters is helped by:

• effective meeting planning and strong meeting management;
• appropriate, concise board papers that get to the heart of the matters on which the board must deliberate;
• prior exploration of the issues by board committees or taskforces helping to gather relevant information and to frame issues;
• good preparation by each board member;
• the ability of board members to ask probing questions;
• self-discipline and concentration by meeting participants; and
• proactive policy that prevents the board from needing to consider everything in an ad hoc manner.

Develop a 12-month or annual agenda

In recent years it has become common practice for boards to develop a 12-month or annual agenda. This ensures directors view their job as continuous rather than episodic. Another way to view this process is to think of it as the board’s annual work plan. This is addressed in detail in Step 7.

Board meeting participation and satisfaction

Because a board meeting should encourage in-depth discussion about critical strategic issues, it should include the full board, chief executive and, where relevant, other staff and external parties. There can be particular value in engaging external parties who bring different perspectives and who will challenge the board’s thinking.

Given that most board members accept a governance role ‘for love rather than money’, it is important they enjoy it. They need to be satisfied that meeting time has been well spent. Frustrated or disenchanted board members aren’t likely to be constructive or effective contributors. At best, such members are likely to passively ‘opt out’. At worst, they’re likely to be disruptive.

Satisfaction with meetings is likely to be greatest where:

• meetings are well planned and support effective preparation;
• they are well chaired, balancing effectiveness and efficiency;
• board members work well together and the meeting process allows everyone to participate fully;
• board members are disciplined (e.g. they stick to the issue, don’t dominate discussion, listen actively to others, and don’t become parochial);
• respect is given to different points of view (and there is a diversity of viewpoints);
• the board’s deliberations are based on dialogue (collaborative discourse) rather than debate (competitive discourse); and
• there is a sense of having dealt deliberately and satisfactorily with important issues.

Requests from the chief executive to discuss operational matters

Operational decision making is the chief executive’s responsibility. This isn’t to say the experience of individual directors should not be available to the chief executive. For the most part individual director expertise is best made available outside of board meetings. As has been discussed, board meetings are for carrying out board business, not assisting the chief executive to address his or her operational issues. Having said this, there may be times when both the directors and the chief executive agree an operational issue is of sufficient significance that time should be set aside at the board meeting for the chief executive to engage with the board as a whole. These occasions should be rare and should be run with the express purpose of offering advice or guidance to the chief executive, not to make decisions on his or her behalf. A time limit should be set for the discussion.

As a general rule, however, the board meeting is neither the time nor the place for the chief executive to take soundings about issues. This indicates a flaw in delegation policies.