How To Run A Productive Board Meeting

Posted by Jeff Carter
on January 29th, 2013

Board meetings can be a royal pain in the butt. Yesterday, I was at a seminar to learn how to run a good board meeting. It was lead by Donna Zarcone. She has a lot of board experience, and has developed some really good principles of running a great board meeting. This structure can be integrated into any organization, profit, non-profit or governmental.

(Photo credit: Accretion Disc)

Board meetings can be very challenging and intimidating for the first time entrepreneur. Just the formality of it scares them. But, they are necessary not only because it’s a part of the investment/running a company process-but because if a good entrepreneur makes great use of their board they can further company goals faster and with less bumps in the road. One piece of the program really jumped out at me.

Normally board meetings are structured around Robert’s Rules of Order. That means New Business comes toward the end. How many times have you been in a meeting and all the boring stuff that no one was interested came first?

Throw that old convention out.

Here is how to structure your board meeting to get the most out of your board and get the most for your company.

The most important thing to board members is time. Value it by setting up a board meeting that moves efficiently. Use their time wisely. Put time allotments in place on each item so there is an expectation/knowledge of how important it is to you.

To set the agenda, the CEO needs to ask themselves two questions:

What keeps you up at night?
What has to be decided at this meeting?

All board materials need to be distributed prior to the meeting-and not the day before. Minimum two days. They need to be distributed with ample enough time so the members of the board can think about them, and prepare for the meeting. If there are issues, there might be some side conversations that take place among board members or between the CEO and members prior to the meeting.

Put what keeps you up at night and what has to be decided at the very top of the agenda. Title it “Presentation Items”. It’s where all the new stuff comes, where enterprise risks get discussed and solved. Don’t just repeat the Powerpoint slides if you made them. In presentation, don’t let anyone from your team simply read slides. Everyone can read. Discuss, interact, talk, problem solve, strategize.

Next up, review. Review action items from the last meeting and see how they are progressing. It helps to create some standard templates for routine reports. Then members can look at them prior to the meeting and if there is nothing glaring, can quickly move through them to stay focused on the meat of the meeting.

After this comes the Consent Agenda. These are minutes of the last meeting and routine things that no one wants to rehash. If you have good templates, you won’t spend anytime on this at all.

Next comes discussion of the company. Here is where you talk about macro things-and start to assign responsibilities to board members for action. The CEO might also consult with board members and begin to assign projects to his team. Since someone should be taking minutes, all this is recorded and there is a written record for follow up. Discussion and brainstorming also builds board repoire.

After that, there should be an Executive Session where the independent non executive members of the board come together to talk about issues. Sometimes this is short-sometimes it’s long depending. But it should be at every meeting so it’s routine. If you schedule an Exec Session where it’s not a routine agenda item, people might get suspicious. Especially employees that aren’t in the loop.

After Exec Session, bring the CEO in and talk to them about what went on. Transparency is good. No hidden agendas or backstabbing.

If you follow these guidelines, you will have more productive board meetings. If you have ever served on a board, what are characteristics of good meetings? What are characteristics of bad meetings?

The information in this blog post represents my own opinions and does not contain a recommendation for any particular security or investment. I or my affiliates may hold positions or other interests in securities mentioned in the Blog, please see my Disclaimer page for my full disclaimer.