As the year comes to an end, it’s a natural time to look back at achievements and failings - and to start planning for the new year.
Anyone involved with governance could hardly do better than give some thought to how to improve the way board meetings are run, and thus what they achieve.
As the ultimate decision-making body of any organisation, the board is responsible for the organisation’s performance, so it is in the interest of all stakeholders that board meetings run effectively.
It’s no less important for the board members themselves, of course.
Poorly run, ineffective meetings are both boring and stressful - a poisonous combination - and result in poor decision-making.
And, as nobody needs reminding by now, board members can be held liable when decisions are found to have been taken without due care.
At one level, board meetings are just meetings, so some of our guidelines will apply to any meeting, but there are also several ones that relate specifically to boards or governing bodies in particular.
Here are our top pointers:
Prepare for the meeting carefully and methodically. Like in the case of most things in life, good results are the result of careful planning. It all starts with the agenda, which should be carefully compiled to include standing items, ongoing issues from the previous meeting and new items.
The agenda should be agreed between the company secretary and chairperson and circulated in advance. Furthermore, it should be realistic in terms of what can be covered in the time available.
It should also be flexible enough to accommodate current issues and must be kept strategic at all times. The board is not the place to discuss management issues.
Surprises are bad. Get support for any important or controversial items beforehand by reaching out to key board members. If you want individual board members to prepare for any specific agenda items, let them know in advance.
Another important planning item is the annual work plan for the board.
Put together a guideline for board packs. Once the agenda has been finalised, board packs should be compiled. The board should set out the format of these packs and care should be taken to get the balance of detail right. The information needs to be credible, accurate and clearly written. Items should be clearly marked whether they are for information purposes only or whether they will require a decision.
Chairpersons should acknowledge the key role they play and consciously set out to improve. The meeting itself is over relatively quickly, and the chairperson is essentially the ringmaster who will make it work - or not. The ideal chairperson should be both a leader and a team player willing to listen. He or she must also be adept at getting everybody to contribute - all too often a few dominant personalities hold the floor.
Good chairpersons will kick off the meeting with something inspirational that will remind members why they are present, and how important the meeting is.
Similarly, they will conclude with thanks and spend five minutes evaluating how the meeting went. These informal evaluations should be backed up by regular formal reviews of the performance of individual board members and the board as a whole.
Other good housekeeping rules for the meeting itself will include staying within the time limit and trying to meet regularly and in the same place.
Most importantly, the chairperson must ensure decisions are taken but only after everybody has had his or her say and any conflicts of interest have been addressed.
Ensure good minutes are taken. For companies, minutes are a statutory requirement, but any governing body should also ensure minutes are taken. They should be succinct rather than verbatim and must accurately convey the substance of the discussion and any decisions reached. Board members who dissent should request that their dissent be noted.
All of this is very important in case of any legal challenge later. Minutes will be instrumental in showing that the board applied its collective mind and acted in good faith.
Good minutes will also provide clear indications of who has action points and will act as the first point of call when it comes to compiling the agenda of the next meeting.
Running a good board meeting requires planning by the chairperson and company secretary but, in the end, much will depend on the former’s ability to turn the agenda into a playbook that runs well “on the day”.
Parmi Natesan and Dr Prieur du Plessis are executive director: Centre for Corporate Governance and chairperson of the Institute of Directors in Southern Africa. Enquiries: [email protected]