When it comes to training directors, a lot of emphasis is (rightly) put on fiduciary duties and risk assessment. However, boards would also benefit from training on how to maximize decision-making efficiency and better use their meeting time. While some companies have the luxury of sending their directors to comprehensive Institute of Corporate Directors training courses, this may not be financially possible for all companies. This article will set out a few basic board meeting tips and tricks to help you run better meetings and get more out of your board.
Tip 1. Appoint a meeting organizer
All companies should have a designated person responsible for setting meeting dates. In larger companies, this role may be filled by a corporate secretary, while smaller companies may prefer to rotate this responsibility among board members or senior management, or have support staff take it on.
Tip 2. Create a meeting schedule
Consider creating an annual board meeting schedule for boards that meet a set number of times a year, such as quarterly or semi-annually, and circulating it a few months prior to year-end for comments. When creating an annual schedule, try to have consistency in terms of when board meetings are held. For example, if the board meets quarterly, try keeping each quarterly meeting within the same two week window every year. This is helpful because some companies may have directors that sit on more than one board and consistency helps avoid scheduling conflicts. If possible, you can also request the board meeting schedules for the other boards a director may sit on.
If it’s not possible to create a tentative annual schedule, then depending on the frequency of meetings and how busy directors are, you can set the next meeting date at the end of the current meeting (this helps avoid the pain of a never-ending email flurry comparing schedules). In the event that you do have to set a date or reschedule a meeting by email, consider using a polling tool, such as Doodle, to expedite the process. In all cases, the meeting organizer should try to set the date for the next meeting at least a month or two in advance so that there is less risk of scheduling conflicts.
Tip 3. Have a well-developed agenda
The board meeting agenda is the most important document when it comes to ensuring the meeting runs smoothly. As with the meeting organizer, the person who coordinates the draft agenda will be influenced by the size of the organization and its governance structure, but the most important part is making sure that someone has primary responsibility. In a large company, the corporate secretary should be able to prepare a good first draft of the agenda based on their knowledge of the outcomes of committee meetings and prior board meetings.
The agenda should be prepared and circulated for input at least two to three weeks before a board meeting. Circulating the draft agenda well in advance ensures that any operational items requiring board approval, including significant upcoming expenditures, make it onto the agenda and get the timely consideration they require.
The content of board meeting agendas will vary, but all agendas should be reasonably detailed and include the following for each line item:
- the name of the item;
- a list of any supporting documents to be reviewed in connection with the item;
- the presenter;
- why the item is included (e.g., is it informational, for board approval, etc.); and
- the time allocated.
It can be difficult to accurately estimate how long any given item will take to review, but it gets easier over time. In addition, even if the estimated timing is off, having estimates still helps keep discussions on track because a sense of timing is front of mind.
Tip 4. Appoint a recording secretary
Once again, the identity of the individual taking meeting minutes will depend on the size of the organization, but the key is to make sure that someone is assigned this role. That being said, the recording secretary should ideally be some who is not required to be involved in the meeting because it is difficult to actively participate while taking minutes.
The recording secretary should have, at minimum, basic knowledge of meeting minute best practices. For example, it is common for a novice recording secretary to want to approach the minutes like a transcript, recording everything the meeting members say. However, the focus should be on recording the decisions made, along with any key points informing the decision (i.e., record what was done, not what was said). The format of the meeting minutes should be consistent, and the language should be clear, concise, and accurate, as well as neutral in tone. In addition, the meeting minutes should be cleaned up and circulated for review as soon as possible after the meeting to ensure everyone has a fresh memory when they review them.
It can be difficult to take minutes at the same pace as the discussion being held by the directors. To assist with any pacing issues, consider preparing a template form of minutes based on the board meeting agenda in advance of the meeting. The template minutes can include things like a section for listing the people in attendance, headings for the items to be discussed, and draft resolution language for decisions to be made.
To further assist the recording secretary with taking minutes, the recording secretary should be provided a hard copy of the board meeting agenda with the draft resolution language under each item that requires board approval. This will provide a helpful point of reference for the recording secretary to ensure the minutes accurately record specific board approvals.
Tip 5. Ensure participants are prepared
In order to have an efficient meeting, all participants need to have reviewed the meeting materials in advance; this means the materials should all be sent around at least seven days before a scheduled meeting.
For boards that do not have full-time director positions, one way to facilitate the directors’ review of the meeting materials is to provide corresponding briefing notes for any decisions to be made by directors. The briefing notes should all take the same form, be written in plain language, and be kept under three pages at most. The elements to be covered in a briefing note include things like a direct title, a very short summary of the matter, the issue identified, the alternatives considered, and management’s recommendation. Some organizations may also wish to include the draft resolution language in the briefing note, as this is a great way to make sure the request is abundantly clear.
Tip 6. Appoint a meeting chair
Having a meeting chair is another easy way to help you run better meetings. The chair should balance efficiency with making sure diverse perspectives are heard (i.e., they should have a role that is primarily procedural). The chair can be a particularly important position if you have newer directors or an especially passionate group, as someone needs to assume responsibility for guiding the group through the agenda one item at a time and facilitating discussions.
To assist the meeting chair with running the meeting, the meeting chair should be provided a hard copy of the board meeting agenda with the draft resolution language under each item that requires board approval. As more boards move to electronic materials, this will allow the chair to have a single point of reference to check that all agenda items have been tabled, without having to click back and forth between tabs or documents. Additionally, providing the draft resolution language helps the meeting chair ensure that management receives all required board approvals.
Tip 7. Make an action item list
In connection with the recording secretary’s preparation of the meeting minutes, they should also prepare a list of all action items arising out of the meeting. This list should include a short description of each action item, the responsible party, and the timeline for completion. While creating this list involves a bit more work up-front, it is a really great way to ensure that nothing falls off the radar and that everyone knows their respective responsibilities. The action item list from the last meeting can be reviewed at each subsequent meeting so that progress is actively monitored and tracked.
Tip 8. Consider logistics
A final way to improve your meetings is to spend some time thinking about the logistics of the meeting beforehand. This includes considering:
- timing (if your overall estimated time is more than a few hours, you may want to provide snacks so that people don’t lose focus);
- chargers (if your participants rely on electronic materials, you might need a power bar to make sure there are enough plugs in the room);
- presentation requirements (if someone external is coming in, are there any A/V requirements?); and
- the size of the room and the number of seats available (if guests join the meeting, will there be enough room for everyone to sit?), etc.
In conclusion, there are quite a few tricks companies can use to get more out of their meetings. There are other ways that companies can improve their practices, such as developing a board calendar that sets out the issues to be discussed at set meetings throughout the year and having committee meetings a few weeks before board meetings, but the above are some of the more basic tips. As previously mentioned, not all of these recommendations are “one-size fits all”, especially since they may not always be practical or necessary for companies in early growth stages. However, there are elements from each of these items that can be used to improve your company’s governance no matter its size - efficiently using time and resources is something that all organizations can benefit from.
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