Being the Chairperson of a Board comes with a significant set of responsibilities and challenges. Among them is the ability to understand how to guide board meetings. This includes structuring, timing and allowing for different opinions to be brought up (to name a few) to allow for top productivity in meetings among members.
Company time is limited, and so are human resources. Meetings should always have a clear purpose, which should be defined beforehand in order to maximise productivity.
A successful Chair should ensure that all points from the agenda are covered and answered within the time limits of the meeting. And all members should also have time to raise questions and participate in the meeting.
Board members: Board meetings are generally attended by department leaders, chief executives of the organisation as well as the members of the Board. Other participants who are of interest to the agenda may also be present, such as key shareholders, but they do not hold a vote on important decisions.
Company secretary: The secretary is an important member of meetings. They are the partners of the Chair, and many responsibilities are typically directed to them. Company secretaries should be aware of the rules of the meeting and would have coordinated with the presenters of the meeting. They support the Chair before, during and after the meeting. It is important for the Chair and secretary to be in a respectful partnership at all times.
A few definitions
AOB (any other business): if a participant would like to add to the agenda, they must do so in advance. It should also feature as an independent item on the agenda unless the pack was already previously released.
Meeting calendar: Arranging a meeting that suits and includes everyone can be a challenge. This is why the earlier it is planned and the earlier the date is set, the better. This way, participants of the Board may plan their time to include the meeting. The participants must have enough time to devote to their roles on the Board. Meeting coordination is often a standalone role in companies, being a perfect example of where the company secretary may be of exceptional use.
Technology, audio-visual tools, location, and catering: This should not be the responsibility of the Chair. Generally, a well-chosen location should include a well-trained team who are able to help with technology, as well as another one that can cater for the event. The company secretary may help in the initial stage of these elements. However, individual operational aspects are not their responsibility.
Matters arising: These are opportunities for questions or problems to be raised. When the agenda is adopted, members may indicate matters arising from meeting minutes. They are submitted for approval and the intention to speak. Any agreed action must be completed.
Meeting packs: The secretary will normally gather all materials needed for the meeting and distribute them to all participants a week before the meeting. This is time-consuming for the secretary. Therefore any time needed to review a paper should be submitted well in advance, but late papers can be permitted at the Chair’s discretion, and all meeting participants should consider the meeting’s efficiency and flow at all times.
Meetings should be planned out with structure and integrity, considering the development of the business. Having a meeting with a plan is considerate to colleagues and their valuable time. It allows them to prepare for the meeting and ensures that the meeting will remain on track. Meetings that go off track may go longer than expected, and there may need to be another meeting in the future due to incompletion.
Agendas should include the attendees' names, the meeting's purpose, the meeting's duration, an overview of what topics will be discussed, and the times allocated. Once the agenda is set, it is set, and there should no longer be any changes made to it. The Chair must ensure that the time is being kept so as to avoid the meeting from overrunning. This also helps participants maintain focus.
Meeting agendas need to be realistic, have structure and purpose, and open potential for future strategies and collaborations.
Minutes are essentially a record of the entire meeting. It needs to detail who was present, what was discussed and the decisions that were taken. They are challenging to prepare but necessary nonetheless.
Meeting minutes act as a formal written “witness” to what was discussed during the meeting. It ensures that the Board has carried out all fiduciary responsibilities, as well as employed a diplomatic way of making decisions amongst members. They may also be documents of security in case courts or regulators may someday need to check facts. They are also a reference point for directors who may need to go over what was discussed during the meeting, either due to absence or as preparation for the next meeting.
Once the meeting ends, meeting minutes are generally to be drafted by the company secretary. They are then reviewed by the legal team, and the business leaders. Afterwards, they are circulated for approval among the directors and then archived for future reference.
Tips before the meeting
1) Remember the purpose of the meeting
Time is money, and it is crucial to stay on task. Run through the meeting agenda, and remember why a group of highly paid professionals are meeting together.
2) Consider arranging a pre-meeting.
The secretary may be of use to help organise a pre-meeting amongst the main presenters. This way, there is a chance to iron out any kinks in the presentation. It also allows for questions and gives the presenters an opportunity to prepare for the meeting.
3) If it is a long meeting, plan for a potential break
Although it’s typically not recommended to have extensively long meetings, if it's unavoidable, remember to build in break times. This allows participants to refresh and come back to the meeting fully focused.
4) Locations, timezones and technology
Should the meeting include participants overseas or from different time zones, the Chair needs to consider the details. It is up to the Chair to make sure that the meeting runs smoothly. Therefore they should ensure beforehand that the meeting location has all technology in place and a fully capable trouble-shooting team. There also might need to be an additional person to “stage-manage.” This person can not be the secretary, as they will be busy taking the meeting minutes.
5) Look into Board portal software
Many sectors are using Board portal software to enhance and create accessibility to the meeting. Not only does it keep every document in one place, but it saves paper and is good for the environment.
Tips during the meeting
1) Arrive early
A Chairperson should never be late. Being early also allows the Chair to talk to other members of the Board and build a connection in a less formal or intimidating setting.
2) Engage and welcome new participants
Board rooms can be intimidating. Therefore, it is important to show great empathy and offer encouragement to those who may be new to the Board.
3) Start on time
This sets the tone of the meeting. It sets expectations for the participants to know that the agenda will be followed during the meeting.
4) Introduce the speakers and the agenda items
This builds a strong foundation for the meeting, allowing participants to be reminded of who is talking and what is going to be talked about.
5) Introduce the quorum
The definition of a quorum refers to the minimum acceptable number of people with a vested interest in a company needed to make the meeting valid. This agreement ensures that there is sufficient representation during the meeting. There is no formal number that constitutes the quorum. However, best practices suggest that a quorum consists of the majority of members within the Board.
Inquorated meetings can take place. However, no decisions are permitted to be made. These meetings are referred to as “directors’ discussions” or “management meetings.”
6) Handling conflicts of interest
During the Chair’s prompting, every participating member is obligated to declare any interests that they have in the business or any relevant development. It is important to keep in mind that it is mainly the most potential conflicts that are declared. If there is a genuine conflict is found, then the member should step out from decision-making.
7) Give members a chance to ask questions
All participants should have read the meeting pack before they arrive at the meeting. It is important to allow members to ask questions to clarify anything that isn't clear. Anyone who is not a member is not generally authorised to join the discussion or decision-making.
8) Take personal notes
Whilst the secretary is busy taking the meeting minutes; the Chair should be taking notes of their own. They should summarise the main points of a discussion to confirm their understanding of the situation and topics discussed. This may also help to the secretary’s minutes afterward.
As the Chairperson, it is up to them to drive the meeting forwards and bring energy to the conversation. Soft skills are important for this as the atmosphere and dynamics of the meeting are extremely important. The Chair should keep notice of their own body language and tone. If the meeting is being recorded, they should consider the camera's position and look into the lens. Keeping the spirits high in the boardroom is also important to give a lasting impression to participants about the meeting and what has been shared.
Chairs need to be aware that they are leading leaders. Some leaders may have more of an ego and may be sensitive to having instructions given to them. To deal with this, Chairs should act as a moderator to ensure that the agenda is being kept and that preset rules are being followed. Language in the Boardroom should remain professional, and formalities should remain graceful and diplomatic.
10) Make sure long meetings include a break
Meetings can be extremely tiring. Especially if they are well planned and full of helpful information, discussions and decision-making. Participants would greatly appreciate a break after a while. Ensure they have a sufficient break, allowing for a toilet break, refreshments and a snack. This way, participants will come back to the meeting feeling more refreshed and ready to dive back into the discussion.
11) Refining listening skills
The Chairperson’s role is to facilitate and encourage discussion. This is achieved by inviting questions and comments from the members of the Board. This way, a large surface of discussion and debate is covered before crucial decisions are voted upon.
12) Facilitating votes to be cast if needed
Although it is an unlikely scenario, the Chairperson should direct the votes, should they need to be cast. Generally, decisions are made by consensus amongst the Board. However, occasionally, votes are needed. It is important to note that silence does not mean agreement and should not be interpreted as such.
13) Reviewing the meeting
It could be helpful for the Chair to ask participants to review the meeting. Asking relevant questions could enhance future meetings and allow personal feedback, opinions, and insights. This can also be done after the meeting, allowing participants more time to reflect on their thoughts and feelings. The Chair's responsibility is to make participants feel comfortable enough to share their personal opinions.
Tips after the meeting
1) Sign off the minutes
Signing the minutes approved during the meeting allows the document to move on its respective journey to get reviewed and archived.
2) Engage in potential events
Organisations will often coordinate events or meetings with the team on days dedicated to the Board. Engaging and fully immersing in these events will allow for building relationships among those working in the association.
3) Be aware of others’ time
It is essential to be respectful of other participants’ time. Arrange meetings in a realistic manner that will not keep busy executives waiting. A full day dedicated to the Board can, understandably, be very draining and tiring. So with that, consider the amount of time dedicated to additional meetings so you are not overloading people.
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