Typically, board meetings get distracted by matters of little relevance or consequence
Demands on governing boards are increasing and with them there is pressure to include more items on board meeting agendas. Examined closely, many of these have little or no governance relevance or consequence. Regardless of content substance, agenda overload typically results in boards dealing only superficially with even those matters that are central to their responsibility to direct and control the organisations they are responsible for.
Boards are particularly susceptible to being drawn into short-term, day-to-day operational and management matters. The nature of management reporting is often blamed for this and with some justification. However, the main cause of unproductive board meetings is a lack of thought and intentionality on the board’s part as to where it should focus its time and attention.
There is a world of difference between what is ‘important’ and what is ‘urgent’
Doing the right work and doing it well demands that boards are able to distinguish between matters that are truly important and those that are merely urgent. Most boards need to make a specific effort to ensure that less pressing, but nevertheless important, matters are prioritised and scheduled so they do not get ‘crowded out’. A simple 2 x 2 time management grid is a useful starting point for analysis.
Of course, crises (urgent and important) do arise from time to time but the greater proportion of what is truly board work sits in the ’important but not urgent’ cell of the matrix.
To be effective a board must have a clear, longer term view of what it will work on
Boards that don’t just operate from one board meeting to the next often have what they call a ‘board work plan’. Mostly, however, these turn out to be little more than a schedule of events (dates of board meetings, committee meetings, AGMs, etc) and when compliance obligations fall due (e.g. Chief Executive performance review).
Getting key dates into directors’ diaries is important but it is not the same thing as ensuring that the board is fully focused and intentional about making the best use of its meeting time. For this a far more comprehensive and effective tool is an annual work plan.
An annual work plan defines, and schedules ahead of time (say for the next 12 months), the two primary categories of the board’s work: the things it should work on (because those will constitute the board’s most valuable contribution to organisational wellbeing) and the things it must do (usually to fulfil legal and contractual obligations).
An annual work plan offers a number of benefits
Preparing the annual work plan and agenda – whose job?
The ultimate responsibility for having productive board meetings sits with the board itself. Board meetings are for boards to do ‘governance work’. It can be tempting to leave the initial development of an annual work plan to the chair or a board committee or even to management.
Preferably, however, the whole board should be directly involved from the outset in thinking about what would justify its time and attention. A good starting point is a ‘whiteboard’ session that promotes discussion and testing of ideas from around the table. Key staff should also have the opportunity to contribute to this process.
Putting together an initial plan for a year’s work like this immediately invites revision: to get things in the right order; to get a better distribution of workload through the year; to highlight trade-offs that must be made to make room for something more important, to see what can be handled in a normal board meeting and what should be dealt with via a separate ‘workshop’; to see if what the board might be thinking of doing would be better delegated to the chief executive, and so on. For these reasons an annual work plan is never a static plan.
The preparation of an annual work plan will help a board to appreciate just how valuable (and scarce) its time really is. It will prove just how difficult it should be to find time for non-essential work.