Kezia Farnham

Senior Manager

How to prepare for a board meeting: 13-step checklist

Preparing for a board meeting is like the tortoise and the hare: while a frantic, last-minute burst of effort may seem sufficient, strategic, sustainable preparation wins out every time. Board meeting preparation isn’t just arranging the chairs, either. It’s following carefully constructed governance practices to ensure the board has the tools to enter the meeting and immediately get to work.

But before you can prepare for a board meeting, you have to know:

• Who handles board meeting preparation
• Why effective preparation matters
• What do you need to prepare
• 7 efficient steps for board meeting prep

Who manages board meeting preparation?

Board meeting preparation is typically a collaborative effort. Corporate secretaries have a particularly critical role in preparing for board, audit and committee meetings held throughout the year, but they should have support.

Various other teams — executives, finance, HR, risk and compliance, and more — should prepare board reports, review documents to ensure they’re accurate, and give the corporate secretary the input they need to finalize the agenda. At the same time, the IT department should work to ensure technology mishaps don’t impede the meeting, while public relations prepares communication for shareholders or the public as needed.

Why is board meeting preparation important?

Board meetings — and the preparation they require — are part of good governance practices, which are the structure that helps corporations abide by state and federal laws and protect their shareholders' interests. Rigorous board meeting preparation and procedures aids:

1. Efficient decision-making: A well-prepared board meeting will give the board key reports and resources ahead of the meeting. This gives directors time to review data in advance and make more timely decisions during the meeting according to board etiquette.
2. Compliance: By keeping a calendar of all meetings and proactively preparing for them, the secretary ensures that the meeting is timely, relevant and complies with relevant laws and regulations.
3. Risk management: The business landscape evolves quickly. Without adequate preparation, less critical issues can easily cannibalize more pressing ones, leaving the board little time to address urgent risks.
4. Communication: Board meeting preparation ensures that all information is clearly communicated to directors. That leads to a boardroom environment that fosters understanding and collaboration.
5. Stakeholder confidence: A well-prepared meeting is effective and strikes confidence in stakeholders looking for strong leadership. Shareholders, customers and employees alike will see preparation as a sign of a professional and capable governance structure they can trust.

What should I prepare for a board meeting?

There’s more to prepare for a board meeting than you might think. It’s a best practice to take steps to prepare both online and off to ensure the meeting is successful, including:

1. The boardroom or meeting space
2. The agenda
3. A meeting minutes template
4. Board reports
5. Board books
6. Notes for the board chair and CEO
7. Equipment for guests or speakers

Board meeting preparation checklist

If a board meeting isn’t in session, you should be preparing for the next one. That may sound extreme, but the reality is that any time not in a meeting is time spent responding to the action items in the previous meeting and readying to report on them in the next.

Follow this checklist to implement an always-on board meeting preparation process:

1. Finalize the previous meeting’s minutes: After a board meeting ends, the secretary gets to work preparing the board meeting minutes while the information is fresh. The board chair proofreads them, and they will then be ready for formal approval at the next board meeting.
2. Gather reports and other materials: In the weeks or months before the next meeting, the secretary gathers reports and other materials in preparation for it.
3. Meet with the board chair or CEO: A couple of months before the board meeting, the secretary should review the previous board agenda and minutes and start developing the new agenda. The corporate secretary begins developing the agenda by meeting with the board chair or CEO, who will typically write a summary highlighting important board agenda topics.
4. Collect remaining reports: The secretary should request committee reports, special reports and agenda items about four to six weeks before the meeting. Any items that will require a vote should be followed by a short description of the item.
5. Secure a meeting space: It's the corporate secretary's job to ensure that the boardroom is available for the meeting or to set up another meeting space. As the meeting gets closer, the secretary should confirm the use of the meeting space.
6. Invite directors and guests: Notify all attendees of the date, location and time.
7. Verify supplies and equipment: Many boardrooms are already stocked with equipment for meetings. The secretary needs to ask all presenters if they have any special equipment needs and accommodate their requests. It's common for presenters to request items such as a whiteboard, flip charts, projector, easels, audio equipment, and teleconferencing or videoconferencing equipment. It's also helpful to have smaller supplies like pens, paper, paper clips and a stapler on hand. Many boards like to have a table with cold water and cups available.
8. Prepare and distribute board books: In the few weeks before the board meeting, the corporate secretary must pull it all together. After a final call for all reports, the secretary needs to send out board books in time for board directors to review them. The secretary may also notify directors when the electronic board books are available for review in the portal. Board directors should have a complete board meeting handbook either in hard copy or on the portal within seven days of the meeting date.
9. Create paper handouts: Prepare hard copies of materials for any items that will require additional discussion so that directors will have the information at hand.
10. Review with the Board Chair or CEO: The board chair and CEO will most likely want to do a final pre-meeting review of the agenda and make any final additions or changes.
11. Confirm with meeting attendees: In a perfect world, board directors will have responded to the corporate secretary whether or not they will attend. In most cases, the corporate secretary will have to contact all or most directors to confirm their attendance. This is important because the board chair will not want to hold up a meeting for a director who is not planning to attend.
12. Develop the meeting minutes template: Set up a basic outline for the minutes and make sure any recording devices are ready to go. Secretaries can set up a basic outline or template for board minutes in the board portal or governance platform to streamline this task.
13. Test-drive the meeting: Do a mental run-through of the meeting. If you've missed any important tasks along the way, you'll likely discover them during your run-through.

Turn board meeting preparation into world-class minutes

Board meeting preparation is the first of many elements that create an effective board meeting. Once the directors have taken their seats — virtual or otherwise — the next step is taking meeting minutes. It’s the minutes that document what the board discusses, what they decide and what action they’d like the organization to take. Minutes can also be the only thing standing between the board and legal or regulatory consequences.

Do your board meeting preparation justice by being equally prepared to take meeting minutes.

Get a Board Meeting Minutes Template