How to Run a Board Meeting: Ultimate Guide

A board meeting is a formal gathering of the company’s board of directors who convene to discuss strategy, review performance, make key decisions and ensure the organisation is on target to fulfil its mission. Each company will have its own preferences over how many board meetings they hold and how long there is between them. Spencer Stuart’s research found that the average company holds 8.2 board meetings per year. 

Board meetings bring together directors who are chosen for their diverse range of expertise, experience, knowledge, skills and outlooks. This provides a rich pool of talent from which to approach problem-solving and make the best possible decisions for the good of the company, its shareholders and employees. 

A board meeting usually runs according to a structured agenda, featuring the motions on which the attendees will vote. These are the proposals put forward and seconded, relating to decisions the board must make. The board documents its discussions and decisions through official meeting minutes that are kept on record for future reference. Key aspects of a board meeting include:

• Reviewing financial reports
• Analysing organisational performance
• Discussing strategic plans, opportunities and risks
• Making decisions on policy and governance
• Approving budgets, new initiatives and major changes to the business
• Ensuring the legal and regulatory compliance of the organisation
• Assigning action items to directors and following up on previous actions.

Schedule and prepare the meeting

You want to ensure that as many board members as possible can attend your meetings, as they each bring their own unique perspective to the boardroom. This is why it is important to schedule the meeting well in advance, potentially setting the meeting dates for multiple meetings ahead of time so that directors can block out the time in their diaries. 

Once you have the date and time locked in, you can book the room for physical meetings, which may or may not be a dedicated boardroom, or set up a virtual meeting room. You have three options for holding your meeting, depending on the local legislation and your organisation’s article of association:

Set the agenda

The board administrator in charge of creating the meeting agenda should sit down with the chair and discuss the matters for discussion at the next board meeting. This might include a mix of unfinished business from the previous meeting, updates on the progress of action items, reports from board committees and important new business that has come to light recently. 

An effective board meeting agenda should set out the running order for the meeting and ensure that the board discusses the most pressing agenda topics. Here are some tips to produce an agenda for a successful meeting: 

• Use a structured format that includes all the necessary elements of your board meetings and allows for a consistent approach to organising your meetings.
• Define clear objectives for your meeting, as this will help you understand what business, presentations and guest speakers to include.
• Prioritise the most critical and important matters early on in your meeting agenda to ensure they are dealt with before the meeting has to adjourn.
• Outline the proposed and seconded meeting motions on which your directors will vote in the meeting.
• Avoid unnecessary topics to make the best use of your directors’ time.
• Allocate time appropriately for each agenda item to make it easier to fit everything in that needs to be discussed and debated by the board.
• Assign stakeholders to lead on the various topics. This should be someone with insight and expertise in that topic area.

Prepare and distribute the board pack

Once you know the running order of the meeting, the topics to be discussed and the reports and presentations that will happen on the day, you can gather the necessary materials to share with your directors. Distribution of board materials in advance of the meeting allows for board members to read and digest them, formulating their opinions and considering any questions they want the answers to before voting on the matters at hand. 

Board papers help directors understand the issues and make better-informed decisions for the good of the company and its stakeholders. 

Some of the items you should include in the board pack are:

• The meeting agenda
• The minutes from the previous board meeting for approval
• The CEO’s report on where the business is and the factors affecting it since the last meeting
• The financial report, updating the board on progress towards KPIs and its forecasted performance
• Reports from board committees, relating to their research and special projects
• Correspondence from shareholders that requires the attention of the board
• Background information and presentations relating to the topics for discussion in the meeting
• Proposals for actions such as policy changes, capital expenditure, budgets, strategic initiatives and more
• Any legal paperwork that requires the attention or signatures of board members. 

Distribute the board materials far enough in advance to allow for directors to prepare fully, but not so early that they forget about them and arrive at the meeting unprepared. A good rule of thumb is to send them two to four business days before the board meeting. This is considered enough to stay fresh in the memory while also allowing time to analyse the contents and come prepared for the relevant discussions. 

Assign roles and responsibilities

Some of the key roles in a board meeting include the following:

Establish meeting rules and procedures

You should have in place the set procedures for taking part in the meeting to ensure it runs smoothly. This includes how long you will spend on topics, what your expectations are for contributions from board members and any confidentiality requirements for sensitive topics. It might be that you opt for an executive session within the meeting to ensure that these matters stay in the room and that directors can discuss them freely without worrying about leaks. 

Clarify voting protocol

Another important aspect of the meeting is to confirm how you will make decisions. There are some options for different types of voting thresholds that you might employ within your board meeting.

You should also set out how you will accept the votes of your directors. Here are the main options.

Check legal and compliance requirements

Each board meeting is subject to legal, regulatory and internal requirements that you need to consider before you host your event. 

• Each business will have its own set notice period for board meetings, according to its statutes and articles of association. The European Economic, for example, Association requires eight days’ notice for its directors.
• Businesses generally set requirements for a quorum – the number of directors required to be present to legally conduct business.
• Many jurisdictions make it a legal requirement that someone takes and archives minutes at board meetings, creating an audit trail in the case of future disagreements or investigations. In Germany, you must record all resolutions in official minutes, including details of the type of vote, its result and a formal statement regarding that result. 
• Your board meetings must manage personal information in line with data protection laws, such as GDPR. 
• Certain board decisions, such as resolutions on changes to directorships, share structures and the company name, for example, should be filed with the relevant local regulator.  

Board members must state any conflicts of interest ahead of discussions on topics that may connect to a personal interest. This maintains compliance with legislation such as the Markets in Financial Instruments Directive (MiFID II).

Opening the meeting

The board secretary should note attendance as directors enter the room or come online to the video conferencing room. This helps establish whether they form a quorum and, therefore, whether the meeting has the capability to make binding decisions.

Once this is understood, you can begin the meeting with the chair calling it to order. Early in the meeting, you might want to have board members approve the agenda for that meeting and a consent agenda, if you are using one. A consent agenda features multiple non-controversial topics that the board can tackle in one single vote. This saves time in the meeting. 

You should also review and approve the minutes from the previous meeting, ensuring that all attendees agree that they represent an accurate picture of the events of that meeting. 

Presentations and reports

Board meetings are an opportunity to catch up with information about the business’s performance, news and challenges, hearing the results of the work of committees who dig deeper into their areas of expertise. Here are some examples of the presentations and reports that you might expect in a board meeting.

Discussion and decision-making

During the meeting, the chair will introduce a motion that has been proposed and seconded. This might include input from a relevant stakeholder with expert knowledge of the topic before being opened to the floor, which allows directors to give their point of view, ask questions for clarification and challenge others’ assertions. 

The chair plays a key role in maintaining order in a manner that allows for the most productive possible discussion and facilitating decision-making in the best interests of the business and its stakeholders. Directors must be able to disagree in an amicable and constructive manner to get to the heart of the issue and lay the groundwork for the decision.

The chair’s role includes: 

• Encouraging active participation from all board members, without allowing a minority of voices to dominate the debate.
• Managing conflicts and differing opinions between board members in a constructive manner.
• Balancing the discussions with flexibility if something arises in the meeting that requires unexpected analysis.
• Keeping discussions focused and time-efficient whilst still allowing for a thorough exploration of the topic at hand.
• Maintaining impartiality at all times, unless required to provide a casting vote

 to break a deadlock. 

Manage remote participation (If applicable)

If you have a remote element to your meeting, the chair should be aware of their responsibility to ensure those attending online are included in the meeting, too. This requires them to be conscious of when remote participants want to add to the debate, usually by creating a signal. This is why it is helpful to have a facilitator who can act as a conduit between the chair and the online directors. 

Enable chat or Q&A features if possible to allow for seamless interaction with the meeting and have someone on hand to provide technical support during the meeting to make sure it runs smoothly. 

Voting procedures

Many board meetings run according to Robert’s Rules of Order (RONR), where the process for proposing and voting on motions runs in this manner: 

• Someone proposes a motion
• Another member seconds it
• The directors debate the motion
• When the discussion reaches a conclusion, the chair introduces the vote
• The board votes in the manner decided ahead of the meeting
• The vote passes if it meets the preapproved threshold
• The board formalises the decision in a board resolution, providing evidence of the wishes of the directors.

Take breaks

Being a part of a board meeting can be tiring, given the weight of the topics being discussed and the importance of making the right decisions. To help your directors maintain concentration on the matters at hand, schedule short breaks throughout the meeting. This is especially important if your meeting will run for 90 minutes or more. 

Time off will help directors decompress and refocus on the upcoming agenda items, enabling them to feel more comfortable and ready to devote their full attention to the rest of the meeting. 

You might also want to provide drinks and snacks to keep energy levels up during what can be a long time in the boardroom. 

Action items and next steps

To bring every decision to fruition, you need to write down an action item that lays out the next steps that you need to take. Action items could be anything from scheduling a further meeting dedicated to a particular task to launching a whole new project. 

Examples of action items include: 

• Approve the budget by the end of Q1
• Organise a board strategy retreat for September
• Finalise the quarterly investor report by the end of the month
• Compile a benchmarking report on board diversity for discussion at the next board meeting
• Form a subcommittee to oversee the upcoming director recruitment process.

You should assign each action item to a stakeholder, who will take ownership of it and be held accountable for delivering the action. Each action item should also have a deadline to ensure you can track progress towards the completion of projects. This prevents actions being forgotten about or lost in the midst of the board’s other work.

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Close the meeting

The chair closes the meeting once all of the business is complete or the meeting has run out of time. In ending the event, they should: 

• Make sure there is no other business to discuss
• Summarise the key takeaways from the meeting, reiterating the decisions the board made and the action items assigned
• Confirm the date, time and location of the next meeting of the board of directors and anything that needs to be carried out before that meeting
• Formally adjourn the meeting using a definitive phrase to ensure there is no doubt it has finished. 

Make sure there are no unresolved conflicts between members and that you find a positive tone on which to bring proceedings to a close.

Record keeping and meeting minutes

There are some record keeping tasks to take care of following the meeting. They include:

• Digitally signing resolutions and other contracts and official statements to show the approval of board members.
• Tracking attendance for the entire meeting to ensure the quorum was met. If a remote participant left the meeting for some reason, for example, you should note this and whether it affected the quorum or not.
• Documenting the motions, voting results and action items from the meeting.
• Ensuring the confidentiality of sensitive discussions.
• Writing up the meeting minutes promptly whilst the events of the meeting are fresh in your mind. This makes it more likely that they will represent an accurate picture of the discussions and outcomes. 

Follow-up and accountability

Distribute the meeting minutes to attendees and have them feed back on the contents to verify their accuracy. Include the details of action items and their assignees and deadlines. Within your board meeting software, enable tracking for these actions to provide accountability for the directors tasked with different actions. 

You should also send a follow-up email that summarises the key decisions and talking points from the meeting. 

Best practices for keeping records and document management

Here are some best practices for record keeping after the meeting: 

• Store your historical board meeting records securely, restricting access to authorised persons only so that no one can tamper with the official documentation of your board meetings
• Implement version control for your meeting minutes so that you are always working with the most recent version of the document.
• Use board portal software to distribute records more efficiently and within a secure environment.

The following items should be included in your board meeting agenda:

• Call to order
• Approval of previous meeting’s minutes
• Review of action items from previous meeting
• Chairperson’s opening remarks
• Operational updates (from CEO, COO or department heads)
• Financial report (budget, performance, forecasts)
• Committee reports (audit, risk, governance, etc.)
• Strategic discussions (such as growth plans, partnerships, new initiatives)
• Compliance and risk updates
• Previous business
• Motions for discussion and voting
• Assignees for each piece of business
• Proposals for approval (including budgets, policies, major investments)
• Board matters (such as director appointments, governance reviews)
• Any other business (AOB)
• Review of new action items and responsibilities
• Date of next meeting
• Adjournment.

When compiling your board meeting minutes, include the following:

• Date, time and location of the meeting
• Type of meeting (regular, special, emergency etc.)
• Name of the chairperson and minute taker
• List of attendees, including board members, guests and absentees
• Conflicts of interest declared, if any
• Approval of previous meeting minutes (noted as approved, amended or deferred)
• Summary of agenda items discussed
• Key discussion points (not verbatim, but capturing the essence)
• Decisions made and resolutions passed
• Voting results (including counts and any abstentions or oppositions)
• Assigned action items, including responsible persons and deadlines
• Time of adjournment
• Signature of the chairperson and minute taker (if required).

Here are the essential items to include in the meeting agenda