How to Run a Board Meeting | #1 Guide for the Chair and CEO

The difference between average and best-of-class board meetings is immense. Many companies have traditionally expected little from their boards, and the boards have responded by being only partly engaged in the meetings and between them. A good board with a great agenda can be a company’s secret sauce and the best possible mentor for your leadership team.

"Roles reversed"

The board meeting is unique, as it’s the only meeting where the CEO is not the employer, but rather the board is, and there is a reversal of roles for the CEO. He or she needs to find the right balance between taking the lead and yet accepting that the board is responsible for the strategic, long-term decisions.

What else does this mean?

As a CEO:

1. Make sure that you have approved the content and the quality of all the material sent to the board. If there is a mistake in the material or you’ve accepted sloppy work, don’t shift the blame but take responsibility and do better in the future.
2. If you bring internal or external presenters to the board, vet their presentation and help them present the view as well as they can. Never belittle your team or blame them for a presentation that did not do well – the rest of the board will feel it’s your fault, even if they don’t say it aloud.
3. Every time you need to have the board decide from multiple options, let the board know what you propose. They deserve to hear your preferred alternative as if they choose one of the other options; they may need to spend more time checking up on how the decision was executed. Letting them know what you propose and still allowing them to decide makes for a better relationship with your board.
4. You must know your leading key performance indicators (KPIs) well and make sure you understand how they have changed in time and how you compare to your competition. Most of your board members rely on the CEO being their coach for the business-specific numbers, even if they may have a long experience in some adjacent area of business. The more the CEO outsources the KPIs to CFO or controller, the harder it will be to work with your board.
5. You need to respect the commitment your board is making. Be on time, concentrate fully on the meeting and make sure that you have time for face-to-face discussions when they find that something warrants it.

Make sure you have separate roles for the chair of the board, the CEO, and the board secretary, if possible. It’s much more challenging to act as a joint chair and CEO and still get real contributions from the rest of the board.

Likewise, even if your company is just starting, do not even think of being the CEO and the secretary of the meeting. Being a good secretary for a board meeting takes a lot of effort, and multitasking between a very strategic role and the operational tasks of drafting the minutes results in a suboptimal meeting. In a small company, it may be smart to have your external legal counsel as your board secretary as they can help you learn habits that ensure that you don’t take unacceptable legal risks.

As a Board Chair: you need to remember that your role is to ensure that the meeting is well facilitated, and decisions get made. It’s tempting to run the board as if being the Chair is like being the CEO of the board, but this is not the case. You are legally and morally responsible for the decisions as a group, and you as a Chair have more responsibilities but no more say than the rest of the board members.

Before the meeting

• Think hard about what you need from the meeting and how you need to prepare to get the outcome you need.
• What kind of supporting documents do you need?
• Who’s best positioned to present the issue?
• What kind of questions are you expecting, and how can you prepare for them?
• How much time is needed to ensure that the agenda item gets covered sufficiently
• And last but not least, how can I frame the agenda item so that the board understands what is expected from them?
• Prepare the financial reports and supporting material for the board members to review in advance of the meeting.
• In addition, make sure that the meeting minutes from the previous board meeting are done either by yourself or by the secretary of the board.

A simple matrix of your organization’s most pressing and most significant risks, assets, and challenges can be a really powerful way of thinking about what should be included on the agenda for the next meeting.

Make sure you plan and distribute your agenda early enough. Most board agendas are decided jointly by the CEO and the board’s chair (chairman or chairwoman), but proper manners mean leaving the final say on the agenda to the chair, who will be in charge of the meeting itself. Spend some time considering how you write each agenda item. By having clarity on what is actually being considered and not just a vague topic of consideration, you’ll get more out of your board.

Some boards like to see the agenda weeks in advance in order to potentially debate the inclusion of individual agenda items or gather more data on particular items, but a week to 10 days prior to the meeting should be sufficient in most cases. There’s nothing wrong, on the contrary, in delivering the agenda prior to all of the material is available for the board on the items.

Many of the best boards run an annual calendar, where specific recurring topics are covered in-depth annually at a particular board meeting each year.

In this case, the calendar includes the date and time of each meeting and the agenda items that can be decided in advance. An excellent example of these is the budgeting and the financial statement meetings. Deciding on the main themes of each meeting in advance helps both the executive team and the board better focus on preparation for the meeting.

Most board agendas are decided jointly by the CEO and the board’s chair, but proper manners mean leaving the final say on the agenda to the chair, who will be in charge of the meeting itself.

Deliver your supporting material to the board well in advance. In a small company or a fast-moving startup, this may mean as little as 48 hours, but typically you should aim for the material to be ready a week before the meeting. Your board members are not magicians, and if you are the only one who has had sufficient time to do a deep dive into the material, don’t expect them to be happy or particularly useful as a board.

Make sure that the material is in a format that is easy to digest at their convenience. Many board members prepare for the meeting late at night or in public places. Make it clear why each document is attached. You need to create a package of supporting material that is possible to digest without a presenter in order to have a prepared board.

The delivery of the material and the quality of the material are the CEO’s sole responsibility and should be done directly by him/her to the board, with some exceptions, where you’d want the Chair to have ownership of a certain document.

If you use a board meeting management system, and we do suggest you try ours, ContractZen, some of the best practices are:

1. Use your board meeting system to cut down on the amount of email each meeting entails, with time and day decisions, agendas, and associated documents delivered in the system.
2. Ensure that all documents are attached to the agenda item that they relate to. This makes preparation much easier.
3. Make sure you make it clear if a particular agenda item is intended for a mere presentation, a discussion on the topic, or a concrete decision to be made. The latter ones require more preparation from your board.
4. Ensure that the responsible presenter and the Chair’s estimate of the amount of time each item is estimated to come with each agenda item.

Think hard about the best means of sending agendas and assisting documents to your board if you are not using a board meeting management system. If your board members‘ email is ever captured, your past and future board agendas and the associated documents can be an information security and compliance headache.

How to start a board meeting

We have prepared a full blog post on board meeting agenda with a board meeting minutes template which is a good piece of content to have a look at. Besides that...

1. As a Chair or a CEO, make sure you make other board members and their views welcome. A simple “how are you doing” at the beginning asked in earnest by each member, even if you’re running the meeting virtually, can help set a positive tone for the meeting.
2. Use the tried and tested means of starting the meeting to your advantage. Ensure that everyone is ok with the agenda and do a roll call at a specified time to slowly but surely show your board that you start meetings on time at your company.
3. You need to be aware of the sometimes contradictory requirements of ensuring you have time to cover all the issues while enabling collaboration and joint decision-making. This is difficult, but it becomes easier as you get more practice.
4. Cover the agenda items one by one, whenever possible, and make moving from one item to the next a very conscious decision. Being unsure if you’re still discussing the last item or if you’ve already moved on is stressful for the board members and may result in more effort to get the meeting notes right.

During the meeting

1. Make sure that notes are taken in a way that makes writing the meeting minutes straightforward. Not too much, not too little. In addition to the legal requirements, your minutes should be clear on action items, those responsible for each action item, and specific board-level decisions. Many board management systems have explicit functionality to make these abundantly clear either in the minutes or as separate lists that are easy to track. N.b if one of your board members promises to do something to help the company, help them remember this by adding this as an action point.
2. Make it a habit to always have the prior meeting’s minutes accepted and signed, if necessary, in the following meeting. Any further delay increases the risks that you’ll need to debate the actual content of the meeting.
3. Decision-making in boards can feel a bit opaque at first, as it’s not uncommon for boards of some organizations to never formally vote. Board members that have been working together for several years are often good at reading the room and sensing the dominant view. If voting is done, there are separate legal requirements for how the votes need to be covered in the minutes.

How to close a board meeting

Remember to explicitly close the meeting when the agenda has been covered. It’s not uncommon for the board to remain seated and in lively debate after the meeting but calling out the end of the meeting means that it’s polite to leave if you need to as a board member or executive as none of the discussions after the meeting will result in a board-level official decision.

A quick call from the board chair to each member is a great practice. The call should cover both the organization and the working of the board: did we as a board come adequately prepared, and did we do our best to help the organization, or is there something we could do better?

Using one-on-ones is a best practice, as it creates an atmosphere where critique is easier, and it’s possible to suggest solutions without having to consider alienating other members.

The Chair should also keep track of board members and executive performance. Did they come prepared? Were they capable of contributing to the meeting, and did they remember to do what they had promised to do?

Modern board meeting software systems have both audit logs and task management functionality.

• Audit logs can be used to track who’s had a look at the associated documents. If someone is constantly underperforming, this may be a helpful tool to see if they are spending enough time preparing.
• Task management is a simple task list with associated responsible people and due dates attached. Both can make it easier to work in the peculiar part-time role of a Chair or other board member.

Board meeting procedures and rules

There’s a wide variety of styles used in board meetings, and most Chairs feel like they have found the right balance for their boards. Some boards are run informally, with comments, suggestions, and even changes in the agenda being possible at any point in the meeting.

The opposite approach is using the so-called parliamentary board meetings procedures, i.e., using an approach that is the same or at least very similar to that used in the local parliament.

The benefit of using the formal rules is obvious when the board is large, i.e., with more than 5-6 persons or if the board is very divided on many of the topics covered in the meeting. The formal board meetings procedures are designed to create space for both debate and decision making in a parliament consisting of people from two or more parties. In the United States, the parliamentary procedure is covered in Robert’s Rules of Order Newly Revised, currently in its 12th edition and its simplified versions.

In a smaller board with few conflicts, a more informal style is often appropriate but may result in more discussion on exactly how informal is appropriate.

Good boardroom practices

A quick “I noticed that everyone has had a look at all of the documents” is a good way for the Chair to use the positive to remind all of the importance of preparation.

The best boards keep in touch between the meetings, and a strategic lunch or dinner can do wonders for bonding.

Many boards currently use long-running email threads to communicate in between meetings, with a variety of information in them, from the practical to the strategic. Unfortunately, this makes discussions difficult and finding information even more difficult.

A modern board management software will collect the discussion under the rubric of the next meeting under separate threads and make finding both the practical details and the strategic thought much easier than email ever could.