The meeting is where governance actually happens. Only the board as a group can make decisions. Sadly too often the precious time is poorly spent, focussing on things that have already happened or reviewing management busyness. The board’s role is to create the future not mind the shop and in the meeting is where that happens. We look at how to structure your meeting and your years work to ensure that the board is focused in the right places

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Webinar Transcript

Welcome to this fifth in a group of six webinars hosted by Board Pro and Boardworks. I'm John Page, and this is Graeme Nahkies. And in this session, we're talking about board meetings.

- Welcome to this fifth module, where we're going to talk about board meetings. And of course, a board meeting is where the board does its work. The surprising thing we find in a lot of board reviews, we look at meeting papers, for example, and you look at the agenda and you think, why is the board even at this meeting? Because this doesn't look like a board meeting, it looks like a management team meeting that the board's been invited to.

- That's right. It's comes to that earlier comment about being a layer of management and spectators to management busyness, which is not great.

- Spectators running onto the governance field.

- Yeah, yeah, yeah.

- Anyway, it's really important that the board owns its own meeting so that board meetings are board meetings and they're not management meetings that the board goes to. And that means, if you flow on from that, that the chair has to be in charge of the meeting from A to-- whoa to go, really. And particularly in terms of agenda design as well as being then piloting the meeting through its course.

There needs to be, for most boards, a lot more intentionality, I would describe it as, in terms of what they're going to spend their time on. And that's reflected in agendas and work plans. And so we'll come back and talk about that in a minute.

But just, you know, a board meeting to be successful has to be well planned. And it's got to be more than just a list of agenda topics. It's got to have something that sort of holds it together, whether that's a theme or just the way the topics are organized so that they have a logical sequence. But just rather than just a whole series of tick-it-offs-- and you see directors of board meetings that just going through ticking off, ticking off, ticking off. It's like we're here to get through the agenda rather than produce value.

- Yeah. And that's a very good question for a board to reflect on at the end of the meeting. Did we add value today and where was it? And this idea that Graeme raised of intentionality is a really core idea that the board needs to be intentional about where it spends its precious time. It doesn't have very much time in a year. So where is it going to spend its time?

- Yeah. You commented in an earlier session that maybe 1% of the time. But another way of thinking about it is that the time taken up by board meetings over the course of a year in face time is probably not much more or even the equivalent of a full time working week for an executive team, right? And it's got to exercise influence and accountability in that very small sliver of time so that the time management of a board meeting is absolutely critical. And if a board is not really focused on the value add, then it can easily end up wasting not only its own time, but management's time. Because management might have been producing papers for that meeting to support the meeting, which are completely useless, but they might have spent hours and hours preparing them.

- Yeah. So it comes back to the earlier discussions about what is the organization trying to achieve, what are its key challenges, what are the outcomes and measurement, so that things that are coming to it see it in the context of what we are trying to do at the highest level.

- Yeah. As I said before, the chair's role in that is absolutely critical. That's not to exclude the chief executive or the company secretary or the board secretary, whatever who's involved with management of or assisting with the management of the board meeting, being participants in that process. But the chair has to own it.

Just recently, I've seen several really excellent examples of chairs, once the board packs come out, actually then writing a one pager, essentially, to their fellow board members and to the executive team saying, this is how I'm going to manage the meeting. This is where I'm going to put the emphasis of time. These are the topics that you need to be really well prepared on. These are the things may be optional in terms of deep dive in terms of your preparation. But just giving a sense in advance of how the meeting needs to go for it to be successful.

- And it's quite useful for the chair to repeat that at the beginning of the meeting in the room, just making sure that everybody's on the same sheet about that. Is there anything that we've missed that we need to be spending time on? What are we trying to achieve out of the meeting? So that everybody's on the same frame.

- Yeah. The agenda for a meeting often becomes very rigid, you know, and a long time ahead of the meeting. And I think one of the important things that a chair should do is, just following on from your comment, confirm the agenda at the start of the meeting, right? And if the board is having board only time, as it's often referred to, ahead of that meeting starting in terms of its substance, that's a very good time for the board to discuss what do they really need to get out of the meeting today, and is the agenda, as it's been pre-circulated, the right agenda? Might even change it on the day in order to make the best possible use of the board's time that day, according to the circumstances of the organization.

- So a board has two agendas it's working to. One is the per meeting agenda, and the other is what we call an annual agenda or work plan. And in our work, we spend a lot of time on boards trying to fix particularly the meeting agenda. Because a board has maybe two to three hours of concentration time right before everybody starts sort of fading a little bit and thinking about when their planes are leaving and looking at their devices. So they need to focus in the right place to start with.

So you start with the important stuff. You don't start with the chief executive's operational report, because that just takes the board into operations and it's hard to get them out again. So the structure of the agenda is really, really important. And there's a lot of stuff, which is-- it just-- if it's monitoring and it's within policy, if it's a noting material, but not too much of that, it really just belongs at the back.

- Yeah. It's for information. It's for the background to the meeting rather than being the focus of the meeting. Because it's two hours or so of really good thinking time where that's when they should be dealing as a board with the most cognitively demanding topics when they're relatively fresh.

And you know, there is an energy flow through a board meeting. And sometimes that needs a little bit of warming up going on. But actually, the preliminaries should be kept to a minimum. And as you say, we don't want the front end of the meeting to blow out and there be very little time left at the end.

Which is the way board meetings used to be organized. There'd be all sorts of committee reports and chairman's report, chief executive's report, all the stuff that could be taken as read. And even the confirmation of the minutes, sometimes that can absorb a huge amount of time. Because somebody who wasn't at the previous meeting, they want to re-litigate all the decisions that the board made previously.

- That's right. At the back is one. And the other thing is having an annual work plan. And we often challenge boards about what are the three or four things that are really vexing your mind, the challenges that are on the road ahead, the opportunities, you know? So schedule them for discussion, you know, and drop one in a quarter or something. So make sure the board, again, is intentional about the matters it wishes is to add value to, and schedule them so you can get management to bring papers, you can get third parties and so it's spending its time in the right place. So without that kind of planning, what tends to happen is it just reacts to what management's throwing up or today's crisis.

- It's hard to think about any positive-- anything positive out of the global COVID crisis. But one thing that has been positive, in my view, is the way boards are now looking at their meetings is far more flexible, far more agile, to use a popular term. And what we're starting to see is boards determining on the basis of what they need to discuss or process what is the most appropriate mode for the meeting. You know, is it a face to face meeting where you really need people to eyeball each other to talk through really challenging topics? Or is there stuff that just requires some sort of mechanical, just maybe an approval or something like that? You know, an hour Zoom is more than enough to actually process that without waiting for a month or two months, whatever the meeting cycle is to actually deal with it.

- And it's also allowing, if there is a serious issue that the board needs to address, it is allowing them to convene a Zoom meeting at very short notice.

- Absolutely.

- Very short notice.

- And I think one of the things that also does is create more flexibility about who you have on your board. And particularly for some enterprises that are operating in a global environment, they can have overseas directors that might only need to come here a couple of times a year, three times a year maybe, rather than what they might have had to do previously, which is, you know, a 20 plus hour flight every month or something similar, you know?

- So one of the other useful ways, and it's on it's on the slides, is looking at a quadrant about what's urgent and important. And as far as possible, a board wants to be spending its time, in normal circumstances, on things that are important but not yet urgent, because those are the ones you can influence and not down in the sort of, you know, crisis management. There'll be some of that, but particularly not on things that are neither urgent or important, because that's just a waste of everybody's--

GRAEME NAHKIES: And we've used that matrix as a tool for helping boards to analyze how well they spend their time. And what I found, doing that for a number of years-- haven't done it so much recently, but for a number of years, actually produced a situation where they were, by their own admission, their own analysis of recent board meetings, saying that they were spending more than half their time on things that they later would consider unimportant. So that's half of that relatively short sliver of time that they're meeting for completely wasted.

- And another thing that we do, if we're doing board evaluations, is sometimes we take a board pick and we go through just mark these things have already happened, these are discussions about things to happen, and see which percentage of their time they're spending on things yet to happen. And again, in normal times, it's kind of nice to see 60% or more, because those are the only things that you can influence. So if the board is talking 60% of its time about things that are already happening, it can't be adding value.

- John, just one other thing we should refer to before we close this session off is the decision tree and the different levels of information that the board should be expecting in order to do its best work.

JOHN PAGE: Yeah. So the information tree is fairly standard thing. At the bottom, you've got raw data, which in the current world, we have more than enough raw data. With a little bit of interpretation, it becomes information. With a bit more interpretation, it becomes knowledge. And ultimately, maybe we get a little bit of wisdom out the top.

Now, the board room is not the place for synthesizing information, because we don't have time. So we're looking for management to add as much interpretation and value to information to get us into the knowledge area if we can. So just-- so if we get sort of raw management reports of data and information and operation--

GRAEME NAHKIES: [INAUDIBLE] analysis and interpretation.

- It's in the wrong space. Completely in the wrong space. Yeah.

- So look, we need to close this session off now. So just to summarize what we've been talking about. First thing is to make sure that board meetings truly are board meetings.

- Yep.

- So the second thing is about intentionality. The board deliberately thinking through a longer term planning process and then subsequently organizing the meeting to suit so that the board is really only dealing with the stuff that only the board should be dealing with, or at least providing a lead on. And then the other thing really is making sure that it has the materials that will support an effective meeting.

It may be something else that perhaps we haven't talked about that much is having some sort of evaluation at the end of a meeting about did we have a good meeting. You know, did we concentrate on the right things? Did we have the right information? Did everyone get a chance to say what was on their mind? That sort of conversation. It's only a 10-minute conversation. There's plenty of time at the end of a board meeting if it's properly managed to do that.

- And it comes back to something we said about earlier. You know, you want to get satisfaction from your service in the boardroom. So if you're not getting satisfaction there's a problem. So that's a perfectly good question to ask at the end of a board meeting, did we enjoy our time today? If not, why not?

So look, thanks for joining us across these six short seminars. Thank you to my colleague Graeme. Thank you to Board Pro. We really do hope this has been useful.

If you want to continue the journey and learn some more, look to our website We've got lots of great articles. We're committed to writing and have done for 20 odd years. There's a lot of reference up there. And Board Pro's own site has a lot of material. So please avail yourself of that.

Thank you for your time. And we hope it's been useful to you.

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