Board-meeting etiquette: Abiding by the ‘’board code’'
If you currently serve on a board of directors or are considering serving on a board of directors, you need to know that there is a 'board code,' and included in this code is the importance of board meeting etiquette.
Etiquette is a code of behavior that defines social behavior in a particular setting. Because of the frequency with which boards gather, a sort of kinship develops as board members become acquainted with one another. Board etiquette is a set of unwritten rules that conforms to the norms of boards of directors. Though these “rules” set a productive stage for the many issues, policies and guidelines the board covers in every meeting, they’re part of a larger board meeting protocol and essential to good corporate governance.
Good Board-Meeting Protocol Includes Etiquette
Think of board meeting protocol as the playbook for each meeting. This playbook defines the steps and organization must take to plan and carry out a board meeting. Every business might prepare for and execute their meetings differently, but what’s important is that everyone in attendance is on the same page about what’s expected of them before, during and after the meeting.
This includes the rules and procedures board members, corporate secretaries and guests must follow, but, perhaps most importantly, it features the etiquette all attendees must respect to create a productive environment for every item on the agenda.
Board-Meeting Etiquette Sets the Stage for Productive Meetings
Board etiquette covers the behavior that board directors expect of themselves and of each other before, during and after the meeting. Board etiquette includes some general words of wisdom that help board directors keep meetings productive and on-task, which, in turn, can help them safely encourage different points of view. Diverse perspectives in the boardroom are productive when board directors enjoy a sense of trust and can expect acceptance and cordiality from their peers, who may disagree with their perspectives.
The New Yorker business columnist and author of The Wisdom of Crowds, James Surowiecki, states, 'Diversity and independence are important because the best collective decisions are the product of disagreement and contest, not consensus or compromise.' Surowiecki's philosophy is that numerous minds working together are exceptionally accurate when they come together for the purpose of answering and solving certain types of questions and problems.
Board meeting etiquette isn’t just about who speaks when, either. Board members should ensure they’re following proper conduct of board meetings before, during and after the meeting.
Board-Meeting Etiquette Starts Before the Meeting
Meeting etiquette is important during meetings, but it actually begins before the meeting is called to order. Board directors should demonstrate that they came to the meeting prepared to work by arriving early. Take a few minutes to use the restroom, get a glass or a bottle of water, choose a seat, and open up the board book and other materials.
Prepare an Agenda
About a week before the meeting, the board secretary should ask board members for any items that they want added to the agenda. The board secretary sends the completed agenda out about four or five days before the meeting with a request for any additions, deletions or corrections.
The board agenda should be clear, concise and relevant. The agenda should include the date, place and time of the meeting, along with a list of agenda items in the order they will be addressed during the meeting. This generally includes calling the meeting to order, reading the minutes, officer reports, committee reports, old business, new business, and adjournment. Where appropriate, the agenda may also include items for open dialogue or public participation.
When Should You Send the Agenda?
Agendas are nearly always sent out ahead of time. Board directors should be sure to review the agenda and any reports or other materials and become familiar with the agenda items, so they will be prepared to ask questions, make comments and participate productively in discussions. Conducting a thorough review of the agenda also gives board directors time to request additional materials in advance of board meetings, if needed.
In an article titled, 'Boardroom Etiquette,' author Amy Palec suggests that boards set up a website where they can log on and view the upcoming agenda, review past meeting minutes and RSVP for the meeting.
Prepare, Distribute and Review Relevant Documents
In addition to the agenda, the board secretary gathers copies of the prior meeting's minutes, the CEO report, committee reports, the financial report and any other documents that the board directors need to make informed votes. For companies that are not using a board portal, which is recommended to ensure the security of pertinent information, the board secretary sends out the final packet a few days before the board meeting; the board secretary should also have extra copies of documents on hand at the meeting.
Companies that do use a board portal can automate many of these activities. Corporate secretaries can work within the board portal to distribute meeting minutes and agendas, communicate securely with board members and even facilitate board voting – all of which is especially important to uphold board meeting etiquette in advance of a meeting.
The treasurer and the CEO or CFO should review the financial reports prior to the meeting and be prepared to answer any questions from the board. The report should be written in a clear, understandable format.
Board directors need to make time in their schedules to read all documents in advance of the meeting. No one should be reading the prior meeting's minutes or other reports at any time during the meeting unless it's to point out information in those documents during the discussion.
Continue Good Etiquette During Meetings
Board directors can expect much of the same etiquette that individuals would expect at any other meeting. As a normal protocol, the board chair might remind board directors to silence their cell phones during the meeting and only take a call if there's an emergency.
Board directors should comply with company policies regarding using electronic devices, such as laptops or tablets, during board meetings. Some meetings require board members to access their board books online during the meeting; this makes documents more accessible to all members of the board no matter where they’re joining from and ensures they have the most updated information at their fingertips. Others disallow laptops and tablets because the clicking of keys is a distraction.
Establish Quorum for the Meeting
Quorums were designed to keep boards balanced and democratic, so establishing a quorum is often the first order of business in good board meeting etiquette. The corporate secretary has the responsibility to notify the board chair if they are not likely to have a quorum. The board chair holds the responsibility for establishing and announcing the existence of a quorum, as defined in the bylaws. The rest of the directors should hold the board chair accountable for adhering to conducting business with or without a quorum present.
Once the quorum is established, the board chair should offer thanks to any board directors who made special contributions since the last meeting. The board chair should give a short speech about the board's role in adhering to the mission. The talk may also include an anecdote about someone who benefitted from the organization. Also, the CEO usually gives a short speech that includes an update on strategic planning.
Follow the Meeting Agenda
Board directors should follow the agenda and check off items as the board addresses them, being sure to focus on the current agenda item being discussed. As part of good board meeting etiquette, attendees, including guests, should refrain from distractions such as drumming fingers on the table, tapping their pens or fidgeting in their seats.
The board chair should keep the meeting focused on key, strategic decisions, which is not always an easy task for the board chair, who must also encourage the board directors to present diverse perspectives. The board chair also needs to remind directors to openly state any conflicts of interest.
Voting and Closing the Meeting
Board etiquette is also a factor as board directors approach voting. Each director should listen to all sides of arguments and fully represent members or stockholders when placing their votes. It is unethical for board members to use their positions as directors to further their private interests or investments.
Before the close of the meeting, it's customary for the board chair to thank the board of directors, the host, and any guests. The chair should also provide a summary of next steps and remind the directors of the date, time and location of the next meeting.
The Board Meeting Is Over — Now What?
Board members should respect the confidentiality and sensitivity of board discussions. Board members should remain loyal to board decisions even if they voted against them. It's bad practice and bad etiquette to attempt to come to a consensus outside of a board meeting or to try to dissuade other members from an official vote they took during a meeting. A consensus means that all board members have responsibility for the collective decision.
It may seem unnecessary that much of the work for the board directors begins when the board meeting ends. However, board directors should note any tasks that they need to follow up on, including scheduling and preparing for committee meetings.
Any updates should be tracked properly. Notes should be reviewed in preparation for the next meeting. This should be done so that action points can be followed up on properly. All sensitive matters should be handled confidentially and the proper security precautions should be followed to avoid any leaks.
General Tips for Good Board Etiquette
There are no hard-and-fast rules for board meeting etiquette, but best practices have developed over time that guide well-run boards. These include:
Start and end the meeting on time. This practice shows respect for the board directors' time and discourages latecomers.
- Keep committee reports succinct and to the point.
- Don't try to garner a consensus on a vote before a meeting and certainly don't do it directly outside the boardroom or hold up the start of the meeting with ex parte discussions.
- Don't interrupt a speaker regardless of how important your point is. Wait your turn and seek permission from the board chair to speak. The exception to this etiquette rule is if the board secretary has a question about including something in the minutes.
- Board directors should be alert and attentive during meetings. Turn off cell phones or put them on silent. Only take a personal call during an emergency, and if you need to take it, step out into the hall.
- Business calls should not interrupt board meetings either, except in important or unusual circumstances. It's acceptable for someone to deliver a message to the board secretary, who may decide if it's important enough to pass along to the board chair during the meeting.
- Don’t be afraid to apologize. Board discussions can be contentious because of the requirement for diverse views and opinions. Even seasoned board directors can occasionally become so passionate about an issue that board etiquette goes by the wayside. On those rare occasions, apologies are always in order.
Evolving Board Etiquette For Your Business
Boards that acknowledge and practice good board meeting etiquette will establish mutual trust and respect for the process, as well as for each other. Boards should add the topic of board conduct to their annual board evaluations, so they are aware of the board's health related to their behavior. Board meeting etiquette is an ongoing process, one that can evolve along with the board and the business.
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