The board of directors is charged with creating an effective board meeting agenda. A board of directors serves a unique function in the business world and behaves differently from most parts of a commercial organization. The board is outside the chain of command and is designed to push back and hold accountable the forces of authority. Employees are expected to follow the directions they are given. Boards are designed to question those directions to generate better outcomes.
The chairperson usually sets the agenda and controls the board’s impact and effectiveness. The agenda needs to consider what to discuss and decisions to be made. It will also address gathering information productively and decision-making. Allocating an appropriate amount of time for each topic means the difference between a fruitful meeting and a waste of time.
Boards are responsible for 5 concepts:
The Chair needs to know how to juggle these matters so the board can do its job and do it well.
[Editors’ Note: You may also be interested in reading What is the ROI for a Private Company Board of Directors?]
Get direction from ownership — what do they want the board to accomplish? Boards are the bridge between ownership and management. The person setting the agenda needs to understand what ownership expects from the board. For long-tenured boards, this is not a common concern. For newer boards, especially with smaller companies, this is frequently a material issue.
The issue starts with this thought: “I think I need a board, but I am not sure what they can do for me.” If ownership doesn’t know what it wants, then someone — usually an experienced outsider — needs to step in to fill the leadership void.
The value owners receive from their boards depends on the questions they ask of it. If you ask targeted, pointed questions, you are likely to get more from the board. When preparing an agenda, it’s important to find out what is on participants’ minds. If your questions require technical expertise not available via board members, an outside consultant may be the answer. Then, the board is responsible for applying judgment based on the consultant’s input.
There is a human bias to focusing on the crisis du jour (the crisis of the day). Of course, immediate issues need to be addressed. However, the primary purpose of a board of directors is to anticipate issues several years ahead and develop ways to overcome or take advantage of each scenario. Most strategic board discussions focus on planning and management succession.
This is why, when preparing an agenda, it is helpful to ask the participants what, if anything, is on their mind that should be discussed.
Certain subjects need to be addressed every year, and it is beneficial to spread them out over 12 months to make meetings more manageable. Examples include strategy development, budgets, succession planning, performance evaluations, compensation, and risk management.
Board time is precious. It should not be wasted on reporting that can be done through pre-reads and ancillary conversations. Deliver the board book far enough in advance so participants can read it, consider it, and prepare questions. Experienced Chairs know that things change, even with a well-designed board meeting agenda. Sometimes entire agendas need to shift in the middle of a meeting if conversations shed light on unforeseen issues. However, by knowing the room, learning how participants take in information, and recognizing how decisions are made, you may be able to rewrite the agenda on the fly.
The board can get a better feel for what is happening on the ground if they meet with lower level managers from time to time. This kind of practice provides engagement without interfering with management. Meetings should be a thoughtful part of leadership development. Management can identify up and comers and give them exposure to the board as part of their individual development plan. If there are multiple meeting locations, it is common to rotate meetings across locations to give the board and local management exposure to each other.
Effective board meeting agendas reserve time for the board to evaluate itself. Board evaluations are complex and essential to board performance; it’s important to include time on the agenda at least annually. Some boards set evaluation summary and discussion time outside regular meetings.
Most people don’t think about how a board meeting agenda is created or about what goes into it. Board members are likely to find the agenda in their email and simply react. But planning ahead is a vital element in having an effective board and effective board meetings. The most desirable outcomes happen when a deliberate, useful board meeting agenda addresses key issues and is presented in advance with enough data to facilitate decisions. An effective preparer allows adequate time per subject so as to permit thoughtful deliberations and conclusions.
[Editors’ Note: To learn more about this and related topics, you may want to attend the following on-demand webinars (which you can listen to at your leisure and each includes a comprehensive customer PowerPoint about the topic):
This article has been edited by Nora Willi]
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Bruce Werner is the Managing Director of Kona Advisors LLC, which provides advisory services to owners and investors of private and family-owned companies. With exceptional experience in finance, strategy, M&A, governance, and succession planning, Kona Advisors creates practical solutions to the most challenging corporate problems. Mr. Werner is an experienced Corporate Director, leading businesses through…