BOARDROOM BEST PRACTICES

Boardroom Meeting Basics: What You Should Know

If you’ve never participated in a Boardroom meeting, you probably have questions about what to expect. Being involved in one of the most important events of a company or non-profit organisation’s calendar is a considerable responsibility that can seem daunting when you are not familiar with the format. However, with some research and preparation, you can position yourself to make a strong contribution from the start.

Here’s what you need to know to get the most from your first Boardroom meeting experience.

What Is The Purpose Of Boardroom Meetings?

Board meetings can be essential to an organisation’s operations, especially in cases where the Board is the highest authority within the company. They are the point when the Board reviews the organisation’s performance, sets future strategy, provides guidance and oversight to management and makes key decisions on the organisation’s policy and direction.

Where Are Meetings Held?

Venues are usually formal, reflecting the importance of the event. Larger organisations tend to have a dedicated Boardroom, while those without suitable premises might hire a room in a convenient location such as a hotel or conference centre.

The restrictions on face-to-face meetings imposed by COVID-19 mean some Boards are now meeting virtually, using videoconference platforms. While this was previously unusual, it is likely to be more common in future. If you will be taking part in a virtual meeting it is worth checking out our best practices for virtual Board meetings for further advice.

Before The Meeting: Review The Agenda And Boardroom Meeting Materials

Directors should be well-prepared before they enter the Boardroom. Meeting dates must be circulated in advance and often organisations share the agenda alongside the meeting invitation, so participants know the topics to be discussed.

Board packs are an essential tool and must be shared with participants well ahead of the meeting to allow directors sufficient time to read and make notes. Board packs contain detailed reports and information that directors need to participate fully in discussions and make informed decisions. These are highly confidential documents and must be managed securely by everyone who has access to them. They often run to hundreds of pages and it is a Director’s duty to ensure they are familiar with their contents prior to the meeting.

Board packs may be distributed via a secure online board portal, such as Diligent Boards, or in hard copy by post or courier (although less secure). If hard copy documents are produced, Directors must make sure they are kept securely and safely disposed of once the meeting is over.

Who Attends The Meeting And What Are Their Roles?

Chair: The Chair of the Board leads the meeting and makes sure every Director takes an active part in discussions. They keep the meeting focused on the agenda topics and ensure that debates are productive. The Chair must also constructively manage any conflict that arises between Directors during the meeting.

It is a requirement of the UK Corporate Governance Code that the position of Board Chair is filled by an Independent Non-Executive Director, to guarantee the right level of independent challenge and prevent the concentration of power that would occur if the company CEO was also the Chair.

Executive Directors: These are Directors who are employed by the organisation and are responsible for its management. Usually, the CEO/Managing Director and CFO would be expected to take positions on the Board. Their role is to provide the link between the Board and the business or non-profit organisation and offer relevant on-the-ground insight into issues under discussion.

Independent Non-Executive Directors: These are appointed by an organisation based on their skills and experience in areas that are relevant to that organisation. This might be finance, cybersecurity or sustainability, to name just a few. They provide an unbiased, external perspective and help the Board make better decisions. Often described as a ‘critical friend’ to the Board, they are responsible for holding management to account and offering guidance where needed.

Company Secretary: The Company Secretary advises the Board on matters of governance and compliance as well as the legal factors affecting their decision-making. The Company Secretary often also takes the minutes of the meeting, which constitute the formal, legal record of the event. Alternatively, this role may be carried out by another member of the corporate secretariat team so the Company Secretary can focus on advising the Board.

During The Meeting: Discussion, Having Your Voice Heard And Voting On Resolutions

The Chair formally opens the meeting and it usually begins with a roll call, thanking those present and recording apologies received from those unable to attend. Ideally, as a new participant, you will be asked to introduce yourself, so you should be prepared to give a snapshot of your background and experience.

At the start of the meeting participants are asked to declare any conflicts of interest they have with the items for discussion. These are recorded in the minutes and any Directors with a conflict on an item are required to leave the room when that topic is discussed and cannot vote on related resolutions.

Usually, one of the first items is the agreement of the previous meeting’s minutes. This is important as they form part of the organisation’s legal record. In your first Board meeting, you won’t be asked to agree the minutes of the previous meeting, as you didn’t attend, but you should make sure you have read them.

The Chair then follows the agenda, introducing each item and opening the floor for discussion. The Board pack is an essential reference tool during these discussions, so it is important that it is brought to, or accessible during, the meeting.

The Chair facilitates discussions and ensures everyone has the opportunity to contribute. If you have a point to make, don’t be shy about motioning to the Chair with a nod or by raising your hand. A good Chair will note your indication and invite you to speak at a suitable point.

During the meeting, the Board may also hear presentations from different departments in the organisation, which are designed to help it make informed decisions—new Board members should take this opportunity to ask questions and clarify any points that are unclear. Those making the presentations are invited to join the meeting for their section only and expected to leave once it is complete. The Board will also hear reports from the different Board committees such as audit, nominations and remuneration committees, which much of the active Director work is carried out.

Some agenda items may include a motion or resolution on which Directors are asked to vote following the discussion. The Chair will read the resolution and ask for a second Director to support it, then ask each Board member to vote. This may be by a show of hands in favour, or by going round the room asking each member in turn. Organisations that use digital Board portals may make use of its voting facility to create an instant record. The Company Secretary will record the outcome of the vote in the minutes.

After The Meeting: Notes, Actions And Feedback

Boardroom meetings are strictly confidential. If you’re building Board packs and taking notes digitally using a secure Board portal, that confidentiality is already in place. Hard copy Board packs or notes, on the other hand, should be stored securely or destroyed once the Boardroom meeting is over.

Usually, there will be specific actions agreed in the meeting and attributed to individual directors, or committees. These should be recorded in the minutes and circulated to Directors, so they are clear on what they are expected to do next.

It is good practice to follow up a Boardroom meeting with an opportunity for participants to provide feedback on how well it functioned. This may be via survey or individual conversations with the Chair. Taking the opportunity to review what went well and raise points you think could be improved ensures continual progress towards modern governance.

Ultimately, taking part in a Board meeting should be an interesting and rewarding experience where you can learn a great deal more about the organisation, its leadership and how to help build its success. With the right preparation you will have the confidence to contribute and get off to a flying start.

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