How to run an effective Board Meeting

The do's and don'ts of running a Board Meeting

An important part of running your business is one that many CEOs overlook.  As a non-executive you should be impressing on the Board the need for good corporate governance.

“Boring as rat sh*t”.  That’s how one CEO explained Board meetings to me, some years ago.  Charming.  But board meetings shouldn’t be perceived as a negative part of running your businesses. As a corporate governance requirement, here are a few ways you can get the maximum from your Board meetings for you and your fellow directors.

(Ian Wright, CEO & Founder)

Before the meeting

Think about a short phone call to each board member a week or so before each meeting as this allows you to build a rapport and also allows a 1-2-1 dialogue. Calls should be no more than 5-10 minutes and are used to get a grasp of which topics/issues are on the minds of members. By using the pre-board meeting call, you are able to diffuse issues that could be used to ambush you at the formal meeting; by allowing your board members to have an input in to what appears on the Board agenda, you are allowing them to feel more part of the proceedings.

By communicating with the board about your agenda it helps the members focus on the key points where input is required.  If you are going to do this via a written format, this should be no more than a two-page letter.  The letter can cover: What we will discuss, accomplishments of the previous period, the challenges that lie ahead and areas I would like your input and guidance.

The key to keeping a board meeting on track is to give the board one or two aspects to focus on; without this focus, meetings can often stray and go on tangents.   The board package should be sent to each of the board members at least a week in advance of each new board meeting so that the attended may do their “homework” and be well informed.

The meeting

Each meeting should open with a short speech by the CEO or Chairman to set the agenda and overview.  The speech should be no more than 5 minutes.

Then move on to the information in the board pack.

One key skill that I have personally seen used to great effect is marking the top of each page with “Action” or “Information” and on each page, there should be a takeaway ie. something that the board can put in to action following the meeting.  The process of actions and takeaways need to be explained to the board to make sure that they focus their attention where they need to take action. 

Another great tool that many great Chairs and organisations like Vistage use to great effect, is the inclusion of outside experts in board meetings.  If used twice a year, these special board meetings are exceptionally useful, with the experts covering topics such as the future of your industrytechnology changes or corporate governance trends.

After the Board Meeting

A key component of board meetings should be the inclusion of an admin/PA to take notes with actions and follow ups.  If there is no PA available, the corporate secretary or other designated note taker should be given this specific task.

Board members will often be “enthusiastic” in the meeting, but following the meeting many of the introductions that were promised or the action points that were agreed will fade away.  Give members specific assignments – a kind of “homework” by way of a post meeting email that helps clarify each board member’s specific action points.  Example:

IW to introduce XYZ business to the AB (CMO) regarding PPC contract.

It is always best to keep these individual actions and follow ups separate from the board minutes that are sent out for approval. 

Corporate Governance Disclosure Checklist

This checklist, compiled by Deloitte, sets out the corporate governance disclosure requirements of the UK Corporate Governance Code and the Irish Corporate Governance Annex (“ISE Annex”) for reporting periods commencing on or after 1 October 2014.