Whether you’re a professional director on four boards or a volunteer making your first foray into governance on a small NFP board, you want to be given adequate time and resources to prepare well and contribute in board meetings. But that’s not always the case, is it? You’re aware of the pressures on the CEO and the Chair in preparing for and managing meetings, and you can certainly cut them some slack. However there’s some recurring issues that disrupt your ability to do your job well, which can be avoided with good practice. Here’s three that routinely disrupt board meetings.
Ideally, you’d like to have the papers about a week in advance so there’s plenty of time to digest them, seek clarification, and prepare your questions and comments – and they should also include all relevant information and updates, so you’re 100% across all important matters before you enter the meeting room. If you don’t receive the board pack until just before the meeting there isn’t enough time to prepare properly, which hinders productivity and breeds frustration. You’re not alone; we’ve spoken to hundreds of directors over the past few years and it’s one of the most commonly expressed frustrations – and a significant problem in itself, given the board is the ultimate steward of the organisation and its success is so dependent on that one effective meeting per month. On the surface the solution is simple: the CEO needs to be more accountable and prioritise getting the Board Pack out on time. In reality, the situation can be more complicated and the Chair needs to engage with the CEO and get to the root of the problem. Is the CEO producing too much detail in their board papers and slowing themselves down? Does the board need a full operational report every month? Does the CEO just not understand the value of timely reporting for the boards function and their own relationship with the board? It can be any number of reasons, but ultimately late papers sheets home to the Chair managing the CEO’s performance and the board’s expectations and it’s important to make the process work for everyone.
Unexplained Bad News
The board pack’s arrived and as you’re reviewing the monthly P&L you notice sales for the quarter are bad, really bad. Scanning back through the last year of reports (unashamed plug for BoardPro: our keyword search feature is really useful here!), you realise it’s probably the worst quarter the company has had in a year. Yet, you’re fifteen pages into the CEO’s report and it hasn’t been raised it as an issue – in fact, the report paints a picture of business as usual. Now you’re worried about what else you’ve missed and what the CEO might also have missed. As a CEO myself, I’ve reported to boards for more than a decade and know how easy it is to get caught in the trenches and miss calling out the obvious – but whatever the reason it’s still disruptive to proceedings. When there’s bad news (or perceived bad news) the most effective approach for the CEO is to call it as it is – acknowledge the issue, provide some context around how it came about, and given a clear action plan for fixing it (if indeed it needs to be fixed – context may alleviate concerns and no further action is required). But if this hasn’t happened the best approach, as a board member, is to contact the Chair and prompt them to defuse the issue. The chair can make a quiet call to the CEO and help establish where the gap in thinking lies and how best to handle it. That might be the CEO front-footing it verbally at the meeting or sending out a note acknowledging the issue and explaining the context or laying out a recovery plan. Whatever the resolution, it’s better to front-foot an issue that might otherwise surprise the CEO and create a defensive reaction that disrupts the meeting
Poorly Structured Agendas
(Adapted from article written by Boardworks International*) You’ve just received the agenda for the next board meeting and the order runs something like this:
- Interests Declaration
- Approval of Minutes
- Matters Arising
- CEO’s Report
- Financial Report
- Other Business Close
Typically, you spend about 2 hours of your meeting on the first two-thirds of the agenda. There’s always debate on the previous minutes – did they capture the discussion properly and are they accurate? There’s always spirited discussion of the CEO’s report and financials too – are we happy with a 3% increase in sales? Why are marketing expenses up $7k on last month? But you have a nagging doubt about the way your board is doing things – you often seem to run out of time for the really key discussions so maybe there’s a better way? You’re right. Boards have limited meeting time available; it is arguably your scarcest and most valuable resource. Because you can only influence what is yet to happen, a more productive approach is to focus the greater part of each meeting on ‘designing the future’, and deal with these things at the front end of the meeting. Energy levels are likely to be at their highest and more board members are likely to be present (mentally as well as physically). In line with this approach, a suggested agenda sequence runs like this:
- Board-only time
- Routine Governance Matters
- Matters for Discussion/Decision.
- Confirmation of the Minutes of the previous meeting
- ‘For Information’ Matters (e.g. questions on the CEO’s Report)
- Other/General business
BoardPro’s own template agenda follows this general structure. To find out more about how BoardPro can support you in streamlining your board processes for greater efficiency and effectiveness, click here. If your organisation can successfully implement these improvements and reduce disruptions, board processes will run a lot more smoothly and the board will be free to do their job more effectively. It’s a win, win for everyone! Author’s Acknowlegment: My comments on poorly structured agendas are inspired and drawn from this article written by governance expert, Graeme Nahkies. Graeme is an advisor to BoardPro and the content is used with his permission. Learn more about Graeme and his work at https://boardworksinternational.com
Written by Brett Herkt
Brett is a serial entrepreneur, starting in the ICT sector in the early 2000s before moving into software solutions for management and governance. He lead the transformation of Maxnet from a $2M ISP into an $15M ICT business, which was sold to ASX listed company, Vocus Communications. He then built Leaderkit, a strategy delivery system for medium to large entities before turning attention to BoardPro.