Over the years we’ve had many ongoing conversations with people about board governance. What we have learnt is that effective 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 the best practices for conducting a board meeting.
Being prepared is the key to success. The most productive meetings encourage quality engagement. A well composed agenda and a streamlined distribution process for board documents is essential.
Plan ahead of time - prepare for the next meeting at the conclusion of the previous one
During the board meeting discussion, 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 agenda.
Take the time for a breather after your sessions, but not so long as you miss the context or important issues. A couple of days is usually the right time.
Meeting agenda and review of annual board 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 meeting minutes from previous meetings form the foundation for effective board meeting agendas.
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.
Approval of final meeting agenda
Once the preliminary agenda is established, it is shared with the board chair for comments, additions, or deletions. Board documents include the documents needed for thorough discussion of agenda items
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.
Review of Board documents
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.
Distribution of board documents
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.
CEO review of questions
It is good practice for the CEO to check with the board chair or lead director shortly before every board 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?