Tips, tools, inspiration and best practice for beautifully functioning boards.
A quorum is the minimum number of voting members required to be present before the board can conduct a meeting. If the minimum number of members is not present the board meeting cannot make lawful decisions
Minutes are a legal record of the business transacted at the meeting. The board secretary records the meeting’s proceedings and decisions as they occur and prepares the minutes at the conclusion of each meeting.
At the first meeting of a newly elected local authority a councillor re-elected after a long spell away from the council chamber, asked why there wasn’t a ‘cheque schedule’ in the finance report.
What's wrong with board packs? A recent report in the UK concluded that 64% of a wide cross-section of boards work on board packs that do not support focused conversations about priority issues.
Too often boards do not pause to reflect on what they do and how it should be done. A framework and regular reflection against it is an essential component of excellence in the boardroom.
We are often asked to name examples of outstanding governing boards. Some characteristics are always present in what we define as a ‘good’ board. Here are eight characteristics that we can confidently link to effective governance.
Mainfreight is one of New Zealand’s most successful listed companies. At its recent AGM, their Managing Director focused attention on a long-running debate about whether there should be limits to a director’s length of service.
Board members who experience rewarding board meetings talk about having had a great 'debate'. However, a debate is a contest of opposing positions, resulting in one winner, and that is not a satisfying board meeting.
Create an agenda, build the board pack, take minutes, assign actions, and load files to the secure repository.
Despite the negative consequences of the COVID 19 pandemic there is a lot we have learned from how individuals, groups, and organisations have adapted during the period of ‘lockdown’, and how boards can work differently.
In this independent article Ruth Medd, of Women on Boards explains how a telephone survey resulted in her joining an Advisory Board and reviews three online board management products - timely given COVID-19 necessitates boards to operate "virtually".
7 weeks ago, I finalised a plan to grow BoardPro by 250% in the next year. A week later, I met with our board to freeze hiring and plan to manage the business without outside cash for 18 months.
Because the future is uncertain, managing risk must be embedded in all organisations. SMEs and non-profits must be even more alert to this challenge because they lack the financial strength and resources larger entities have.
Remote Meetings. It’s no longer if but how. Governing boards only come into their own when ‘the feet are dangling’. In situations where there is considerable uncertainty and no obvious way forward, boards really need to step up.
In most organisations a myriad of decisions are made every day. In established organisations most of these are delegated to management to be made within a framework of pre-established policy, procedure and decision criteria.
Minute taking – So what’s the problem? Minute taking can be cumbersome and painful. BoardPro’s polling of governance pain points over three years showed that 76% of respondents rated ‘minute taking’ as a significant pain.
Demands on governing boards are increasing, along with the pressure to include more items on meeting agendas. Examined closely, many of these have little governance relevance. Here are some tips to spend more time on what matters.
This article provides executives with insight into the board process and ways to get the best from the board. It also provides directors with insight into the effect of their requests on the executive and managers of the business.
A key responsibility of the Chair and CEO is managing the board meeting process and the actions subsequently agreed. Establishing a governance cadence helps the board examine important matters, and ensures the Management and Board are aligned.
Board members preparing for the board meeting have lots of information to review and want to get to the important stuff quickly! Unfortunately, with poorly structured, unfocused CEO reports this scenario is all too common.
The board must clearly articulate expectations to management with a shared lexicon on what success constitutes. The board’s role is to sign off on strategy, while management’s is to buy into the agreed strategy and then execute.
The performance of the Chair is central to the success of a business. The Chair summons the collective thinking of the board. The board signs off on the strategy, and supports management to execute that strategy.
Auckland-based BoardPro has won a contract with New Zealand Rugby that will see 26 provincial unions, five Super Rugby franchises and the NZ Maori Rugby Board adopt its boardroom governance software.
“A board that truly adds value is not just a group of high performing individuals. A good board is a balanced team with complementary skills and a culture that allows them to work together to make effective decisions…”
What happens when the CEO overreaches into the domain of the board? Here are signs of board capture, tips on what to do to resolve it, and advice to avoid it happening in the first instance.
Board management software is becoming increasingly popular. Board software/ portals enable directors and key staff to create agendas, take minutes, access digital governance documents, and attend to post meeting tasks for their board or committee meetings.
‘If you want something done – give it to a busy person’. However, there are ways to make this easier for everyone and having a strong board meeting process is central to that.
The ideal frequency and duration of board meetings depends on the maturity of the Organisation, the level of change in the business/ market, and the confidence within the governance team to ‘steer the waka’ forward at board meetings.
A myth states the only real job of the board is to determine whether to extend the tenure of the CEO. In reality, boards more often traverse the performance of the board and how to better help management.
Productive board meetings are ‘front loaded’, directed at the front work in the agenda. Successful board meetings are made more likely with strong processes. That said, they rely on board/ management relationships, attitudes and conduct during the meeting.
Governance excellence is tough, board members face difficulties balancing this while creating positive teamwork despite the disparate demands on their organisations. Best governance practices evolve and by applying a principled framework, boards are better equipped to adapt.
Too often boards centre their meetings around the CEO Report, resulting in an unsatisfactory meeting outcome. Below are some of the issues that arise in situations where the CEO Report dominates or distracts the board meeting.
Want to avoid getting your ear chewed off? We’ve all been in board meetings where someone, usually the CEO gets their ear chewed off. Why does it happen and how can you avoid it?
Many CEOs complain their boards spends too much time “meddling” in the details and are not strategic enough. You’re unlikely to change your board, and the best way to impact the board dynamics is to succeed in your role.
We’re answering eight of the most frequently asked questions about taking minutes in board meetingsWhat are Board Meeting Minutes?Board meeting minutes are more than a general accounting of board discussions; they serve as an official and legal record of the meeting of theBoard of Directors. Minutes are used in a variety of ways including tracking progress, detailing future plans, and serving as a reference point.
Board management software helps boards and their management teams manage the board’s needs more efficiently and securely than with generic tools such as email, word documents, spreadsheets and dropbox.
The role of a director is not simply to rely on the auditors’ figures without questions or separate assessment. The High Court recently released a much-anticipated decision on directors’ liability in relation to the collapse of construction firm Mainzeal.
The sale of NZX-listed Diligent to a US company for $1 billion is one of the most storied exits in NZ software history. Now, a start-up that’s in the same market – board software is about to overtake Diligent.
Anyone who has worked or governed at both ends of the corporate spectrum, understands how the needs of Small to Medium sized businesses and Not for Profits differ dramatically to the corporate sector.
You need to refer to past discussions on a critical decision. Where do you even start looking? Searching for ‘lost’ discussions and documents is a painstakingly manual process, often ending without joy.
Board members need adequate time and resources to prepare well and contribute in board meetings. But that’s not always the case. There are recurring issues that disrupt your ability to do your job well. Here’s three that disrupt meetings.
Time is precious in a Board meeting. Many important discussions take place and you can’t remember them all. You’ll vaguely recall a discussion, but perhaps not the outcome. Or, you’ll have no recollection at all.
Bruce Sheppard, who set up the New Zealand Shareholders’ Association, uses BoardPro for five boards including BoardPro itself. “Instead of emails flying back and forth with attachments, now all information is in one place on the portal,”
The news out of one of New Zealand’s largest companies, Fletchers, points to problems with governance and oversight delivered by the board. But small businesses also need to consider how to manage governance if they’re to find success.
Radio NZ interview CEO, Brett Herkt on BoardPro’s early wins and the product’s international prospects. Pick up the conversation at 4:00 minutes on this audio link.
Sometimes you can look like a dick at board meetings. In fact, it happens all the time. How many times have you realised you haven’t done the actions you breezily agreed to at the last meeting?
You’d think that the last thing a time poor manager would want is another software, especially for something as important as the board process. But it turns out that a structured tool like BoardPro outperforms desktop solutions.
You and your fellow board members are busy, we get it. That’s why we’ve built features into BoardPro that make your lives easier. Plus the savings on the organisation’s administration time and resources mean the software pays for itself.
An Auckland-based governance software startup says it wants to be like Diligent but for SMEs. BoardPro has just wrapped up a pilot involving 30 companies (28 in NZ and two in Australia) and launched last night…
A new platform designed to improve the way boards of small businesses and not-for-profits operate is launching. BoardPro is officially launching on February 1 after doing a soft launch in July last year.
When anyone talks about services that save people time and money, my ears prick up. When I met Brett Herkt of BoardPro, I was most interested to hear about his cloud-based governance tool for SME and Profit boards.
Companies all have different processes for making board decisions. Many decisions at board level concern complex, one-off decisions. Relevant considerations are assessed before the board draws each of these strands together, assesses the evidence and makes a final decision.
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