The Chartered Governance Institute says it is “essential that boards conduct their meetings with a view to optimising the use of the time and intellectual capital of their members.”
Due to the expertise required for a person to serve on a board, there are high expectations of how they behave in a board meeting setting. This is why a board meeting protocol tends to be based more in tradition and formality than similar documents for other types of meetings.
This formality is borne out of respect for the other members of the board. They are all members of the board because they have an individual insight into the business and sector that sets them apart from other professionals. Following the board meeting protocol ensures the meeting runs to time which is a mark of respect for the busy lives the members lead.
What is a Board Meeting Protocol?
The board meeting protocol dictates the steps a business takes to organise and execute a meeting of the board of directors.
There is no one legal set board meeting protocol to follow, but each organisation will have its own set of procedures. These are in place to:
- enable the business prepare its board members fully for the meeting
- help board members use their time as wisely as possible during the meeting
- allow board members to pass motions that affect the future of the company
Essentially, the meeting protocol is a template workflow from calling the meeting to signing off the minutes from the previous meeting.
Within the board meeting protocol are:
|Board meeting rules||The technical details that must be met to ensure the board can make its decisions. This could be the minimum number of members required for a quorum or the type of majority needed.|
|Board meeting etiquette||Actions that ensure everyone receives a fair hearing and that members show respect to each other. Includes anything from knowing when to speak to making sure your mobile phone is switched off.|
|Board meeting procedures||The way the board meeting is structured, including rules for all actions that should be taken and from call to order to adjournment.|
These terms are sometimes used interchangeably, but other times separately. All are part of the protocol.
What Dictates the Board Meeting Protocol?
There are a number of different elements that inform a company’s board meeting protocol. These include:
- The By-laws. The by-laws are the very basis of the company’s approach to board meetings. They detail the responsibilities of the chair and other officers, the number of meetings that should take place each year and other broad requirements.
- The Standing Rules.The board meeting standing rules or standing orders feature detailed guidance for how to implement the bylaws. They include information on the composition of the board, electing new members, date and location of the meetings, how to record proceedings, the forming of committees, duties and obligations amongst a number of other guidelines.
- The Corporate Governance Code. The UK’s Corporate Governance Code provides provisions for certain situations that can affect a company’s board meeting protocol. It includes rulings on handling conflicts of interest, detailing governance concerns in the meeting minutes and other such issues.
- Robert’s Rules of Order. Many organisations around the world run their meetings according to Robert’s Rules of Order. It is also known as parliamentary procedure and provides an easy-to-follow template for presenting and passing motions, as well as conducting the business of the board in a meeting.
- Open Meetings Acts. Some countries or states have open meetings acts or public meetings acts to ensure certain organisations (usually governmental) must make their board meetings open to the public. This has an effect over the board meeting protocol. The person responsible for organising the meeting needs to take this scrutiny into account and post details of the event in public in good time. They must also make provision for exceptional circumstances when a meeting must take place in private. In certain situations such as emergencies, open meetings acts could allow closed sessions.
What Should the Board Meeting Protocol Include?
The typical board meeting protocol procedure should run like this:
The Meeting Purpose
The first element in any board meeting protocol is, according to the Chartered Governance Institute, that
“boards need to focus on the purpose of the meeting, and all the elements that can contribute to an effective discussion.”
Calling the Meeting
You should set a date and time that suits enough members to form a quorum, but also fits with the schedule of the key members of the board required to fulfil the purpose of the meeting. This might be members with specific knowledge and expertise to inform a debate on a certain topic. You might also want to choose a date based on when financial information or other important data will be ready.
You should send members a formal notice of the date, time, and location of the meeting. They also need the board pack, featuring all the key statistics, projections and financial documents they need to make decisions.
You can distribute board packs and other important documents securely when using board management software such as iBabs. It cuts the costs of printing and posting whilst also offering opportunities for collaboration and ease of reference.
Draft the Board Meeting Agenda
Part of making sure the meeting runs to time and everything that needs to be discussed is included is creating a clear board meeting agenda. This details the old business that needs reviewing, new business up for debate and which committees will report as well.
The secretary and the chair should sit down together to work out the agenda. Once it is finalised, you can inform the relevant board members of any specific roles they have to play in the forthcoming meeting and send out copies of the agenda.
Preparing for the Meeting
All board members should read the board papers thoroughly to be prepared for the meeting. This is key in it running smoothly and to time. If members hold up proceedings by asking questions that are answered in the pack, there will be less time for important matters.
During this preparation phase, the CEO and CFO must familiarise themselves with the financial and committee reports so that they can confidently field any questions the members might have during the meeting.
Closing the Meeting and Following it Up
On closing the meeting, the chair of the board or company secretary should read the resolutions decided upon. It is customary to announce when and where the next meeting will take place. Following the meeting, the secretary should send round the minutes for members to read. They can then approve them at the next meeting. If you use a board meeting portal, members can flag any corrections that you must make and you can adjust the document accordingly. It will instantly update for all members, meaning everyone always has the latest version of all relevant documentation.
Board Meeting Protocol Template
Board Meeting Etiquette Tips
In order to facilitate the smooth running of the board meeting, there are a number of etiquette tips for directors that should be adhered to. These include:
- Good timekeeping is essential for the meeting to run as it should.
- Do not use electronic devices for any other purpose than for referencing meeting items.
- Refrain from interrupting other members as they speak.
- Do not try and chat with other members secretly. This includes whispers and notes.
- You should not attempt to undermine other members with body language, looks etc.
- Prepare fully by reading and digesting the board papers. Come up with relevant questions or solutions to problems.
- Ensure you know what you will be voting on and have a clear idea of the issues.
- Remain focused on the agenda items. Any deviation from the set plan for the meeting can cause an overrun.
- Declare conflicts of interest or potential conflicts as they come up in conversation.
- Treat everyone with respect, even if you disagree with their point.
- Accept that the full board is responsible for the board’s resolutions, even the members who voted against them.
What is considered a quorum?
The quorum is the number of members required to be present to be able to pass resolutions and other votes. Robert’s Rules says,
“in all ordinary societies the by-laws should provide for a quorum as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad.”
In the UK, you can have a quorum of one for a company with just one member. For all other companies, the minimum legal quorum is two, but each business can create its own rules on what it decides is the right number.
What is a reasonable notice for a board meeting?
In the UK, the ruling is that there must be ‘reasonable notice’ of the date of the meeting. What counts as reasonable depends on the nature of the company. If all the directors work on site, a relatively short notice of the meeting can be seen as reasonable. If they all have to travel, they will require more time. Many experts suggest best practice of five to seven days as a reasonable time for notice of meetings. In the end, the more notice you give, the more chance members have of being fully prepared.
The board meeting protocol is a wide-ranging concept that takes in so many elements. It helps the meeting run smoothly, with members able to make their points and make informed decisions. Using board management software enables the members to follow the protocol procedures by keeping everything they need in one central location in the cloud.