Running an effective board meeting requires understanding board roles, objectives of the meeting, and executing essential board communication leading up to and following the meeting.
Board meetings also have core procedures that follow governance rules set out in board bylaws which may be influenced by industry regulations.
If you are new to the role of board chair or have just joined a board, don’t get too caught up in the mechanics of board meeting structure and process. It’s best to think about effective board meetings in terms of what people need to do and the activities to manage.
Just like any new role, before your first board meeting, it’s useful to learn about the organization and board of directors that you are joining.
Ask about the structure of the board, its committees, and current board members. Understand the expertise that different board members contribute and learn about their personalities. Ask for a frank assessment of the board’s strengths and gaps that can be built upon, including any challenges in boundaries between the CEO and board roles to be managed.
Read up on the board’s bylaws, key industry regulations, and look at meeting agendas and a sampling of minutes from the last year.
To get ready for running a board meeting, there are 5 steps to carry out. Here they are at a glance, and we’ll dive into each below.
When running board meetings, the chair needs to be effective at facilitating discussion, giving each board member an opportunity to speak. They also need to avoid common pitfalls of the chair role: don’t overstep the role and interfere with management, and don’t silence dissenting perspectives, but keep discussion brief and on topic.
In order to provide valuable direction and risk oversight to an organization, board members must take their responsibility to prepare for meetings and to contribute effectively seriously. That requires understanding their role, which is to speak up openly on select strategic topics (and that’s much different from being a company executive).
Admired board chairs work as hard between board meetings as during them to engage board input and mentor and manage board members. Schedule pre-meeting calls with directors to set a focus for the meeting, follow up to hear feedback, and reinforce board assignments, ultimately ensuring the board is performing its role effectively.
A well-prepared agenda and strong meeting leadership with attention to the clock are core to running an effective board meeting. It’s the board chair’s duty to prevent board meetings from getting off-topic, bogged down in repetition, or from becoming a forum for the few to contribute versus an inclusive dialogue of the entire board.
Timely distribution of board materials and the agenda days in advance of the meeting enable directors to be prepared and executives to be calm and focused. Board governance teams and management need an efficient method to prep board packages and distribute them securely.
The board chair is a facilitator, not an executive. The Harvard Business Review describes the chair role as being the “guide on the side.” The chair needs to draw out valuable input from the board on strategic issues and risks and build alignment between the organization and all directors to solve issues. The chair is ultimately responsible to keep the board well briefed and informed, remain impartial on issues, and take accountability for the overall performance of the board.
A good chair should have enough familiarity with Robert’s Rules of Order to guide board members through the process and know how to run a board meeting. The chair and all directors need to also be familiar with the board’s specific bylaws.
In running board meetings, the chair needs to be effective at facilitating discussion among the board members, giving each board member an opportunity to speak. An effective chair gives opposing sides time to present their arguments and invites the participation of other members. Avoid giving too much air time to a few directors – drawing out others is a necessary focus and skill for effective board chairs. Some of the best chairs are also effective at mentoring and supporting fellow directors.
Governance consultant Joan Garry captures some key traps for board chairs to avoid as they seek to run a board meeting expertly:
Well-run board meetings require participation by board members who may be either experienced or inexperienced at contributing effectively on a board.
Whether your board is corporate, non-profit, or community-based with diverse volunteers, it’s worthwhile to share an overview of how board meetings run productively as part of board member orientation. Here are three things to mention:
If you ask experienced board directors or board chairs about the board members they’ve worked with that had the most impact, you’ll likely hear stories about a director who made just one comment at each meeting, but that comment was consistently a really important observation or question.
In contrast, if you ask board peers about board meetings that go sideways, you’ll likely hear stories about veteran executives who are now board directors but are hogging board time and interfering with operations management. It can be a big shift to not have a lead speaking role at meetings, especially for experienced CEOs and executives. Their professional insight is valuable to lend as long as they are succinct about how to do it.
Forbes contributing author, Betsy Atkins, lays out how communication before and after is critical to run a board meeting that’s productive.
An effective board chair makes time for pre-meeting calls with directors to discuss “what we’re going to cover, what we’ve accomplished, the challenges to think about, and the specific items where I want your input, engagement and guidance on.” As Atkins warns, “if you don’t give [board members] one or two areas to focus on, they will go off on tangents and your meeting will not be effective.”
After the meeting, check in with all board members, especially newer ones, to get their perspective on the effectiveness of the meeting. This is a critical time to reinforce clarity on their role, how to best contribute, and reinforce board accountability to carry out any offers of assistance made in the meeting. Everyone who chimed in with comments like, “I’ll make that intro” or “I have some research on that emerging issue to share” should be given assignments in the minutes.
The board chair plays a key role in reinforcing and monitoring board accountability and performance. Track director effectiveness at completing assignments, attending meetings well prepared, and contributing over time. This is critical insight for board member evaluations.
And beyond board meetings, there should be annual strategic sessions of the board which include an outside expert and facilitator, and give opportunity for an in camera executive session to get strategic issues on the table without management present.
Most board meeting agendas follow a classic meeting structure:
What the agenda must do is make it apparent to the board the key topics for discussion and decisions to make. Resist putting too much on an agenda or reusing the same agenda from one meeting to the next. Ideally, think about all of the board meetings for the year and how to use each agenda to draw out critical topics for your organization and manage risks.
At the meeting, have the chair open with a 10 minute recap of the focus for the meeting and key input being sought. This won’t be new information, as it will be restating highlights of pre-meeting calls and the board package. Why recap? Because most board members need help in letting go of distractions and competing priorities, especially when board members are joining remotely by phone or web conference. Get all board members engaged and focused.
Once the meeting is kicked off, the role of the board chair is to be a very active facilitator and referee of time usage. Each agenda item should have a target time allotment. There will naturally be comments from directors that can sidetrack discussion or that covers ground already covered.
The board chair’s role is to keep the discussion constructive and on schedule. Be prepared to use or hear these phrases often: “good question, let’s add that item to the agenda for the next meeting,” or “that’s important background information – we’ll get it recirculated for everyone to review if you haven’t yet before the next meeting.”
During the meeting, the board chair should strive to engage all board members and ensure enthusiastic board members do not inappropriately take up air time. A successful board meeting often has each board member contributing one key consideration. It’s also become best practice, as boards focus on diversity and inclusion, that on difficult decisions with no apparent consensus, the board chair can say, “Let’s go around the table and hear everyone’s thoughts.” Or a director can say, “Before I vote on this, I would like to hear everyone’s perspective.”
Ask directors about what gets in the way of a well-run board meeting, and next to an ineffective chair, the most common complaint is hard to access board materials that make meeting prep inconvenient or frustrating.
Good board meetings require timely distribution of board materials and clear communication of the board meeting agenda at least 4 days in advance of meetings, and ideally with a week’s lead time. For many organizations, making that happen requires board governance teams and management to spend weeks preparing. And competing priorities can lead to late delivery of the board package or last minute updates that can cause confusion. Not only are directors frustrated, executives and governance administrative teams are distracted from having time to calmly prepare for strategic discussions and decisions as well.
For effective board meetings, organizations must find a way to make board meeting preparation efficient.
Board portal software provides a way for boards to save time preparing for meetings, safeguards the cybersecurity of board materials, and helps to best engage board members from onboarding, through to convenient meeting preparation, online discussions, and voting.
For board administrators, board portal software streamlines the processes for assembling and distributing board books and finalizing a strong agenda with automation tools that make repeat work time efficient. With the time savings of a board portal, board governance teams are able to more consistently distribute meeting materials early, giving directors adequate time to prepare. Board portal software also streamlines the process for writing board minutes with a minutes-builder tool that mirrors your agenda, and makes for expedient distribution of minutes after the board meeting.
For board members, a secure board management system, such as the Aprio board portal, provides a convenient, one-stop location online to access board materials, annotate documents to prepare for productive conversation on core challenges at the meeting, and pose questions or table additional topics to the board chair or other directors. For orientation and ongoing learning, the board portal also provides a searchable library of board bylaws, strategic and financial plans, and archived board materials. Finally, board directors can log into the portal at any time and from any location including via mobile device.
Are you ready to learn about how you can simplify your board meetings? Book a demo today and we’ll show you how.
Suite 1090, 1090 West Georgia Street
Vancouver BC Canada V6E 3V7
Suite 450, 1733 H Street
Blaine Washington USA 98230