Why board meetings are prone to become 'too operational'

4 min read
Jan 20, 2022 12:00:00 AM

Why, and in what ways, do board meetings become ‘too operational’?

1. Management reports are focused on operational activity

Even though executive teams are just as frustrated by unduly operational boards, the most common cause of this problem is the content of the reports provided by management. Management reporting provides the raw material for a board meeting and the starting point for discussion so getting the content right is critical. Board papers should speak to governance-level concerns. For example, if management reporting is mainly about what management has been doing (rather than, for example, what has been achieved by the doing ), it is inevitable that the board will be drawn into the operational realm. 

2. The  content of the agenda

Another significant contributor is inadequate control over what gets onto the board meeting agenda. Most commonly the agenda is developed by the chair and chief executive, although sometimes just by the chief executive or another executive. While the board chair should take responsibility for the agenda, this task is greatly assisted if there is a previously agreed view among directors of the matters on which the board should focus its attention. A useful way to tease these out is in the preparation of a board workplan or ‘annual agenda’. This serves as the starting point for planning each board meeting. It helps ensure that the greater part of the meeting will be focused on board-agreed priorities and the board’s ‘change agenda’ with ‘business as usual’ taking a back seat. 

Despite the broad scope of its responsibilities, in the time usually available, a board cannot be effective unless it is both intentional and selective about where it directs its attention. Every board has to learn, as Robert Greenleaf put it, the art of ‘systematic neglect’.   This means sorting out the important from the less important and the important from the urgent. The need to be focused is a practical reality faced by every effective board even though there may be penalties and censure for the neglect of something else.

3. The size of the agenda

It is not only just the content of the agenda but the number of items on it that can deflect the board towards an overly operational focus. Optimism bias is an ever-present risk when it comes to most boards’ ambition about what can be properly addressed in the course of a meeting of reasonable duration (say 3-4 hours max). The more topics on the agenda the more likely it is that the agenda will be overweighted (or should we say, ‘padded out’) with operational items.

4. Board member confidence

Board members are often more confident about and/or motivated to discuss immediate and tangible operational issues than topics that are more abstract and concerned with an uncertain future. That is particularly true for boards whose members are representatives or recipients of an organisation’s services. 

Protecting against unhelpful operational intrusion 

How can the board protect itself from the distraction of information flows and meeting content that is primarily of operational or management relevance?  

5. Controlling what gets on the agenda in the first place

There are some obvious screening questions. For example, do proposed agenda items concern matters the board has previously decided are priorities? Is a proposed agenda item something that the board can add value to? Does it provide the board with new knowledge about something it must deal with?

Something less often considered is whether an item, even if clearly of relevance to the board, needs the board to process it in a meeting context. A requirement that the board must actively engage with an item will screen out most of the ‘For noting’ and ‘For information’ items which often concern operational matters. Unless these items require director discussion (in which case the recommendation should be more active), it is debatable whether these need to be in the board meeting pack. 

Directors are increasingly requesting greater use of ‘board-only’ time. This is not to exclude management and staff from participation in board meetings. However, as  one director put it in a recent board evaluation, he feels ‘unleashed’ because of the freedom of speech it gave him when executives were not present. A good use for board-only time (preferably at or before the start of the meeting) is to agree priorities for the day and, if necessary, rejig the order of the agenda to match. Another useful ‘pre-match’ discussion is about whether the board has the quality of materials it needs to have a productive meeting. Both considerations will help protect against being diverted unnecessarily into operational detail.

6. The sequencing of agenda items

Apart from introductory procedural matters (e.g., declarations of interests) these should be dealt in order of importance (“If we achieve nothing else at this meeting today what are the items we can and/or need to add value to?”). Important matters must be distinguished from urgent matters; they seldom coincide. If only the top few items in the sequence get completed the meeting will have been productive. This kind of sequencing should force operational matters in which the board has little direct interest or influence over, to the back end of the agenda. 

7. Ensuring  agenda topics are connected

Too often a board meeting is compartmentalised as if the individual items exist in a vacuum. The meeting processes a series of discrete papers. It is as if the board does not have an agenda for its meeting just a list of board papers. Complex issues that justify board attention usually span multiple parts of the organisation’s business. For the board to consider them adequately the agenda and the associated board pack need to ‘connect the dots’ between the individual papers and the matters they deal with. This means finding and organising around the big, often complicated themes that need board attention. This is partly a question of clustering these connected items on the agenda. However, we have also seen excellent examples of brief chair or chief executive pre-meeting notes that offer guidance to the agenda and its content, highlighting these themes and what the meeting must achieve. These meeting ‘roadmaps’ are also of considerable value to directors in preparing for the meeting.

These suggestions are mostly about planning to have thorough conversations about the most important topics. Another equally important factor, of course, is to have effective meeting facilitation that keeps the board ‘out of the weeds’, but that will have to wait for another day!

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