Over the years we’ve had many ongoing conversations with people about board governance. What we have learnt is that productive board meetings are those that are ‘front loaded’ i.e are directly proportional to the front work in the agenda and the preparation of supporting documents. The success of board meetings are also much more likely with strong support processes. That said, they are still dependant on strong executive-director/board relationships, good attitudes and conduct during the meeting.
This guide covers four key areas; 1) meeting preparation, 2) day of the meeting, 3) post meeting and 4) meeting resources.
How effective is your board of directors, and what can you do to improve your governance? Let’s find out.
1. Meeting Preparation
Being prepared is the key to success. The most effective meetings encourage quality engagement. A well composed agenda and a streamlined distribution process for board documents is essential.
1.1. We begin preparation for the next board meeting at the conclusion of the previous meeting.
During the board meeting, the CEO or Chair will jot down notes that may include items the board wishes to see on the next agenda or other follow-up actions. Once the meeting is finished, the minute taker should debrief with the Chair to ensure these actions are handled promptly and to begin the ‘first draft’ for the next meeting agenda.
Take the time for a breather after your meetings, but not so long as you miss the context or important issues. A couple of days is usually the right time.
1.2. The agenda includes a review of the board’s annual calendar.
About two to three weeks before the board meeting, the board Administrator or CEO should review the annual board calendar.
The annual calendar contains the board’s reoccurring meetings that are scheduled to take place at predetermined times. The individual agenda, along with the minutes from previous board meetings form the foundation for the meeting agenda.
The CEO will have supplementary agenda items. Having this meeting two to three weeks out provides others with the opportunity to raise possible agenda items that may need full board attention. It also provides for sufficient preparation time for the agenda and pre-read documents.
1.3. The board chair approves the final meeting agenda.
Once the preliminary agenda is established, it is shared with the board chair for comments, additions, or deletions.
1.4 Board documents include the documents needed to discuss agenda item thoroughly
Many of the agenda items will have supporting documents. It is helpful for the boardpack to include a reference section for these items. BoardPro for example has a resource centre that contains all the essential governance documents board members may need to reference.
The individual documents are attached alongside their associated agenda item making is easy for executives and directors to view. Sensitive or confidential documents can be locked in ‘board only’ folders.
1.5. Board documents are reviewed for consistency prior to distribution.
This is an ‘internal’ job and helps to avoid management embarrassment. The board administrator, CEO or other designee, reads through the prepared board documents for consistency and typos. Some boards have pre-set guidelines for board reports, for example the use of a ‘report format,’ which could show a maximum length, standard fonts, etc.
1.6. Board documents are distributed a week before the meeting.
It’s essential that directors have enough time to read the advance documents. Board members hate last minute changes and quickly become frustrated by continued late amendments.
Many boards ask that documents be available at least one week before the meeting. There are occasions when there’s a need for a last-minute change or addition, but it’s helpful to keep this to a minimum. If the board secretary or CEO knows that a report will be late, a good practice is to send the board documents, with a blank page marked to show a report is missing.
Board software such as BoardPro provide additional flexibility. Whenever meeting documents are ready, they can be quickly uploaded any time for review. Changes are instantly available – though it can be wise to alert them when updates are pushed to reduce confusion to directors.
1.7. The CEO contacts the Chair prior to the board meeting to confirm what he/she needs for the meeting and to ask whether they have any questions.
It is good practice for the CEO to check with the board chair or lead director shortly before the meeting to see whether they can answer any questions or if any issues need clarification.
You’ve just read about our advice on meeting preparation. Want to read on for more about the 2) day of the meeting, 3) post meeting, and 4) board papers? Download the full guide.