Board meetings of every kind require order. The very nature of board meeting protocols can allow some board members to become wrapped up in procedure and to forget the most important reasons for their presence. Executive boards often act as steering committees for boards. The work they do is vital because it has a direct impact on the full board. Effective boards that hold effective board meetings help to build a consensus of the shared mission, strengthen the corporate culture, increase trust among board directors and enhance board dynamics.
The right people, practices and tools all lead to effective executive board meetings.
Key Components of Executive Board Meetings
One of the primary goals of executive board meetings is prioritizing the list of agenda items. Executive board members should arrive at their meetings with the goal of taking ownership of the agenda and working together to identify the most important matters to bring to the full board. Beyond getting executive board members with the right balance of knowledge, skills and experience, board members need to have a willingness to challenge each other’s ideas. A skilled board chair makes sure that all executive board members prepare well for meetings and participate fully at meetings.
Another key component of executive board meetings is the communication of critical information between management and the board.
In choosing members of the executive board, boards should strive for a composition that has strong and balanced authority. As part of board member orientation, boards should make sure that executive board members understand their authority as it pertains to governance and decision-making. Rigorous board evaluations will reveal any weaknesses on the executive board.
Executive boards meet before every board meeting and more often as needed. Best practices suggest that board members should have their materials in hand at least a week in advance of executive meetings so that the board chair can run them efficiently.
Executive Board Leadership
The board chair and the secretary play an important role in setting a constructive tone for the meeting. The board chair should define the parameters for the discussion, establish boundaries and encourage independence of thought.
A skilled board chair knows how to engage the quieter board directors in discussions and must be willing to restrain directors who are overbearing or who go off-topic. The board chair’s goal should be to build a consensus of the board and ensure that the board’s will prevails. As a facilitator, the board chair must quickly handle or defer agenda items to keep the meeting productive. An effective board chair also supports continued board member development and training for the position of board chair.
Developing an Effective Agenda
With the assistance of a board secretary or an administrative assistant, the chair partners with the CEO to identify the most pressing matters for the full board member meeting. The leaders also determine what material they need to include in the board packet to inform the rest of the board. The executive board should be clear on whether the stated outcome for each agenda item is action or information and have the board chair sign off on the initial draft of the agenda. Board chairs should give board members at least a week to review their board packets and make requests for agenda items. It’s impractical for boards to allow board members to add agenda items at the last minute.
Managing Agenda Items
Certain parts of the agenda serve the purpose of protocol and record-keeping. While each part of the agenda holds a certain degree of importance, many of the routine items don’t take very long to address. A well-planned agenda and a skilled board chair set the stage to get through the routine agenda items efficiently and leave plenty of time for strategic planning. A consent agenda is a practical tool for combining some of the routine items so boards can move through them more quickly, yet have the option to pull any of the items for discussion if they need to.
Boards should give a fair amount of attention to the CEO report because it’s their connection between oversight and operations. Many things can happen between board meetings and it’s important for board members to understand the corporate happenings before they move forward.
Another part of the agenda that boards should give special attention to is the action items. Boards should spend time double-checking to see that board members have completed action items from the previous meeting and ensure that board members will act on any new action items they need to address.
Most boards find it helpful to spend some time meeting without management as a standard measure. Boards that only meet without management when they need to may alarm executives or others unnecessarily.
Taking Executive Meeting Minutes
Meeting minutes are required by statute and are subjected to being audited. If a court becomes interested in your board minutes, most often they’re looking to determine whether the board exercised proper care and due diligence in making decisions.
Best practices indicate that boards shouldn’t take notes other than the minutes because board member notes can also be called into evidence. If one or more board members has notes that contradict the official meeting minutes, it complicates the true intentions of the board before the court. It’s also best for minute-takers to draft board minutes within one week of the board meeting while things are fresh in their minds.
Minutes should primarily reflect the board’s actions rather than their words and should reflect the board’s work and not the work of individual directors.
Board Portals and Executive Board Meetings
In addition to people and processes, executive boards can increase their effectiveness by utilizing a board portal. An electronic portal acts as an online central repository for the board’s minutes, policies, board packets, financial statements, clippings, newsletters and more. Electronic filing makes it easy to retrieve current and historical information within seconds. A board portal is a green option that saves boards the costs of paper, ink and labor.
The costs of board software have been decreasing in recent years, making board portals a viable option for almost any board of directors. A board portal can save board secretaries lots of time, as it helps them create and distribute board books faster and with less cost for shipping or distribution.
Security for board portals is a high priority and a feature that boards shouldn’t overlook. High-quality board portal providers use end-to-end encryption and test their systems regularly.
Executive board meetings function most efficiently when the right people have the right tools and processes to put the right mindsets to work.
January 14, 2019
Governance Committee’s Role in Corporate Governance
Many words or terms describe the financial marketplace over the past decade — evolving, volatile, unexpected, shareholder activism, and governance, to name a few. The media regularly portrays corporate scandals, business failings, shareholder unrest and cybersecurity breaches. With all that’s been happening, it calls into question whether change needs to…
December 13, 2018
How to Improve Board Effectiveness
As regulators and legislators hold boards of directors more accountable for their duties and responsibilities, boards must be more cognizant of their level of diligence and engagement in board matters. The pressures require boards to get the right talent on their boards, including having an effective board chair. Boards must…
December 7, 2018
Retiring or Departing Board Director Checklist
Sooner or later, all board directorships come to an end. It’s critical for boards to prepare for the ultimate departure of its board directors, whether their separation is the company’s decision or their own. Boards can best prepare for the departure of board members by forming a list of items…