Board meetings can be a positive part of your company strategy and corporate governance. Here’s how to make the most of them and your board.
Before the Board Meeting
A short telephone call to each board member a week or so before the board meeting is a great way to build rapport and have one on one dialogue. These calls can be brief, 10-minute calls just to see what issues or topics are on their minds. This way, if a board member has a big concern, you have the opportunity to diffuse it rather than be ambushed in the meeting. Allowing them to have input on what items will appear on the agenda is helpful.
Write a letter to the board a few days before the board meeting crystallizing your thoughts. Communication to the board about your agenda is important. This also helps focus the board on the key points where you would like their input. This should be no more than a two page letter that includes; what we’re going to cover, what we’ve accomplished, here are the challenges we’re thinking about, and here are the specific things where I want your input, engagement and guidance on. If you don’t give them one or two areas to focus on, they will go off on tangents and your meeting will not be effective. Include the board meeting package, which should be no more than 35 pages with attachments so they can do their homework in advance of the meeting.
At the beginning of every meeting, the CEO should do a little address on here’s what we’re going to cover. It’s a State of the Union address to kick off the meeting, no more than 15 – 20 minutes.
You then go through the information in the board package. At the top right of every page it should say “Information” or “Action” and at the bottom of each page it should have a conclusion or “Take away.” Explain this process to your board so you can be effective and focus attention on where their action is needed.
At least twice a year, include outside experts in your board meetings. Instead of a board dinner, bring in a meal and have an expert cover topics such as the future of your industry, technology changes impacting your business or corporate governance trends such as ESG or Activism.
The other thing you should do in all board meetings is have some administrator, whether it’s the General Counsel, the Corporate Secretary, or somebody taking notes and actions for follow up. Because board members will always volunteer in the enthusiasm of the moment, “Oh, I’ll make that intro”, or “I’ll do this” but they will need to be asked to complete these follow up tasks. Give them assignments. They’re much more manageable when you give them homework and tasks. The board is going to consume your cycles if you don’t consume theirs. An email should go out after the meeting with the follow ups, actions items and who they belong to. This should be separate from the board minutes that are sent out for approval. These are action items that are to be followed up on.
All public companies have an executive session where the independent board members meet alone without the CEO or any other company affiliates. This is an excellent practice for private companies as well. Support your board’s executive session. This is the time where the board can candidly discuss company strategy and assess leadership. The Lead Director or Chairman should head these meetings and ensure that everyone has a voice. He or she should then consolidate the feedback and report back to the CEO. Listen and learn from your board. Target your strongest players on the board, understand their strengths and use them for those strengths. Build a rapport so they can be your advisers at any time!