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Understanding the responsibilities of the board, the meeting’s goals, and carrying out crucial board communication before and after the meeting are all necessary for conducting an efficient board meeting.
The fundamental practices of board meetings also adhere to the governance guidelines outlined in the board bylaws, which may be impacted by industry legislation.
Don’t get too hung up on the intricacies of the procedure and structure of board meetings if you are new to the position of board chair or have recently joined a board. It is advisable to consider what has to be done and the tasks to oversee when planning an effective board meeting. Further on, we’ll explore how to prepare for a board meeting to make sure you don’t miss a single step of the process – and how to leverage board software at each stage of it.
How do you get ready to chair a meeting of the board of directors?
Similar to taking on a new career, it is beneficial to familiarize yourself with the organization and board of directors you will be joining before your first board meeting.
Inquire about the committees, present members, and the board’s organizational structure. Recognize the areas of knowledge each board member brings to the table and get to know them personally. Request an honest evaluation of the board’s accomplishments and areas for improvement, taking into account any difficulties defining the boundaries between the CEO and the board positions that need to be handled.
Next, examine meeting agendas, a sample of last year’s minutes, the board’s bylaws, and important industry regulations. And voila – you’re ready for the next stage, meeting preparation.
From preparation to execution: All essential steps
Being prepared is the key to success. The most effective meetings encourage quality engagement. A well-composed agenda and a streamlined distribution process for materials are essential. For these purposes, you can use virtual boardroom software, which allows you to access all boardroom materials effortlessly, as well as securely store or exchange them.
Setting goals and expectations
Preparation for the next board meeting begins after the previous meeting. During the board meeting, the corporate secretary and others will jot down notes that may include items the board wishes to see on the next agenda or other follow-up actions. Some board meeting software solutions, especially if powered by AI, can simplify this stage.
Once the meeting is finished, the corporate secretary and their team should debrief to ensure these actions are handled promptly and to begin the “first draft” for the next meeting agenda.
Some companies found success when the executive management team – the group of managers that regularly attend meetings – held a scheduled “debrief” meeting, often the day after the board meeting. Individual directors may go through a personal debrief and send agenda notes to the corporate secretary.
Agenda preparation
The agenda includes a review of the board’s annualized calendar. About six to eight weeks before the board meeting, the secretary or general counsel’s office will review the annualized board calendar. (This is a separate document from the board meeting schedule which is a compilation of board and committee meeting dates.)
The annualized calendar contains the board’s recurring actions and agenda items that are generally scheduled to take place at predetermined times. The annualized agenda, along with notes from previous board meetings, forms the foundation for the meeting agenda.
The CEO will have supplementary agenda items. Some companies have a regularly scheduled management meeting to discuss the board’s agenda and meeting plans. Having this meeting six to eight weeks out provides the Chief Human Resource Officer, the Chief Financial Officer, and others the opportunity to raise possible agenda items that may need full board attention. It also provides sufficient preparation time for the agenda and pre-read documents.
Agenda approval
The board chair or lead director approves the final meeting agenda. Once the preliminary agenda is established, it must be shared with the board chair or lead director for comments, additions, or deletions. There should be few if any exceptions to this rule.
Expectedly, a board portal software solution can simplify this process. It makes all distributions a matter of a few clicks.
Board materials preparation
Board materials include the documents needed to discuss agenda items thoroughly; and a “reference” section for reports that may not necessarily be addressed in the meeting but provide important context (e.g., an investor relations report, governance hot topics report, environmental scan). Many of the agenda items will have “pre-read” materials. It is helpful for the board “binder” to include a reference section for these items.
Alternatively, a digital board governance solution may have a resource center that will contain all the essential governance documents board members may need to reference. Items in this section will vary by organization but often include investor relations reports (if not a regular agenda item), environmental scans, a summary of “hot” governance topics and management’s current response, and a corporate resolution. Other items may include future meeting dates, an HR initiatives report, supplements to division reports, and an insider trading reminder.
- Pro tip: In the process of board materials preparation, ensure that the documents include a corporate resolution for signing authority, specifying individuals authorized to sign on behalf of the organization.
Review of board materials
Board materials are reviewed for consistency before distribution. This is an “internal” job and helps to avoid management embarrassment. The general counsel, corporate secretary, or other designee, reads through the management-prepared board materials for consistency and typos.
Some boards have pre-set guidelines for board reports, for example, the use of a “report format,” which could show a maximum length, standard fonts, etc.
- Pro tip: Consider utilizing board meeting management software to streamline the preparation, distribution, and review of board materials, enhancing the efficiency of the entire process.
Board materials distribution
Board materials are distributed a week before the meeting. At this stage, it is advisable to opt for secure board software to safeguard sensitive information during the distribution of materials and maintain confidentiality throughout the board meeting.
It’s also essential that directors have enough time to read the advanced materials. Many boards ask that materials be available at least one week before the meeting. There are occasions when there’s a need for a last-minute change or addition, but it’s helpful to keep this to a minimum. If the secretary knows that a report will be late, a good practice is to send the materials, with a blank page marked to show a report is missing.
Virtual board meeting software provides additional flexibility. Whenever meeting materials are ready, reports can be quickly uploaded at any time for review. Best of all? Changes are instantly available – though it can be wise to alert them when updates are pushed to reduce confusion for directors.
Beyond that, a board portal serves as a centralized location where board members can access meeting materials, agendas, and other essential documents, promoting organization and accessibility. You can securely store all meeting-related documents in board of directors software.
Final setup
The CEO contacts each board member before the board meeting to confirm the director has what he needs for the meeting and to ask whether he has any questions.
It has long been a common practice for the CEO to check with the board chair or lead director shortly before the meeting to see whether they can answer any questions or if any issues need clarification. CEOs are frequently taking this a step further and calling each director. It’s an excellent way to ensure that directors have what they need and that the meeting runs smoothly.
Once the final setup is complete, the board is fully prepared for its meeting. It can be held virtually via board management software or offline at an agreed location.
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