The chairperson’s role in a board meeting is hugely important. They have to steer the board to make decisions in the company’s best interests, make sure that all the important topics are discussed and for how long, and move the meeting forward with momentum so as to best use the members’ important time. That is why we have put together this guide to chairing a board meeting and a script example to help you out.
The chair’s job is unique in many ways. As Roger Parry, chairman of MSQ partners told Management Today, said,
“'People do what the chief executive asks because they are in an employer-employee situation. But the chairman's role is about influence and persuasion; it's about making sure that the board has a proper discussion about the things that really matter.”
And it’s not just the delicate situation in which a chair typically has to operate. There are also a host of skills he or she must possess. These include being a great listener, an effective influencer, understanding the business inside out, being a strong character and a great communicator. Keep reading to find out more about the role of the chair, their duties during and after the meeting, as well as some insider tips to be the best chairperson you can be.
The Role of the Chair
According to the Institute of Directors, the main role of the chair is “to ensure that the board is effective in its task of setting and implementing the company’s direction and strategy.” In addition, they take on the following tasks:
- Running general and board meetings. For board meetings they are involved in developing the agenda, ensuring the information the members receive and on which they base decisions is accurate, monitoring the contributions of directors, moving the board towards majority decisions and then stating clearly what has been decided so that everyone understands.
- Acting as the link between the board and the outside world. The chair shares the outcomes of discussions on the direction of the business with external stakeholders.
- Managing board composition and striving to recruit members that best serve the company.
- Communicating between the board and shareholders.
- Helping to develop new directors and nurture them.
- Supporting the CEO of the business.
How to Run a Board Meeting + Script
Many board meetings run according to Robert's Rules of Order, also known as a type of parliamentary procedure. This is a typical meeting script for how to run a board meeting:
1. Call to Order
The chair bangs the gavel and calls the meeting to order, noting whether there is a quorum or not. Very simply, they should say:
“This meeting of the board of [COMPANY] is called to order at [TIME AND DATE] and a quorum [IS/ISN’T] present.”
This is also the time to add in any small items like apologies, welcoming visitors, special guests or new members. For example, wishing luck to retiring directors.
2. Opening Ceremonies
This is an optional part of the meeting. Some companies like to start a board meeting with an inspirational speech, a reiteration of the business’s values or mission statement, a poem or other ceremony. However, it is not compulsory. In the US, many board meetings begin with the Pledge of Allegiance.
3. Approving the Agenda
The board pack should have contained the proposed agenda and order of business for the meeting. Although members could have suggested changes to the agenda at any point between receiving it and the meeting starting, this is the moment for them to have their final say.
“The meeting agenda has been distributed in your board pack. Are there any amendments to the agenda?”
[NO AMENDMENTS] “The agenda will run as stated.”
If there are amendments, you can approve them without voting on them.
4. Minutes of the Previous Meeting
You should approve the minutes from the previous meeting at this stage. They should have been sent out to board members as part of the board pack before the meeting. This gives directors the opportunity to raise issues and suggest amendments before the meeting, which can save valuable time on the day. However, members can still suggest amendments at this point in the meeting, which must be acted upon before you can approve and file the minutes.
“The minutes draft has been distributed in your board pack. Are there any corrections or amendments to the minutes?”
[NO AMENDMENTS] “Hearing none, the minutes are filed as presented.”
[WITH AMENDMENTS] “The minutes will be filed as amended.”
|By the way…Using board management software such as iBabs, directors can add in their amendments directly and you can adjust the minutes in the cloud before the meeting takes place. This allows all members to see the most up-to-date version of the minutes and save valuable time.
5. Treasurer’s Report
The chair should introduce the treasurer, who gives their report to the board. The report should have been sent as part of the board papers, allowing directors the chance to digest the information and prepare any questions they may have.
CHAIR: “[NAME OF TREASURER], treasurer, will now present the financial report.”
TREASURER: [GIVES REPORT]
CHAIR: “Thank you, are there any questions?"
[IF THERE ARE QUESTIONS]: Take questions from board members.
[IF THERE ARE NO QUESTIONS]: “The financial report will be filed for financial reconciliation.”
6. Executive Director’s Report
Introduce the Executive Director to give their report.
CHAIR: “[NAME OF EXECUTIVE DIRECTOR], Executive Director, will now present his/her report.”
EXECUTIVE DIRECTOR: [GIVES REPORT]
CHAIR: “Thank you, we shall work through the recommendations raised one by one.”
SECRETARY: “The first recommendation is [RECOMMENDATION].”
CHAIR: “It is moved to adopt the recommendation just read. Is there any discussion on the matter?”
Members debate until all you hear all points.
CHAIR: “Those in favour say ‘aye’ [PAUSE FOR RESPONSE], those opposed say ‘nay’ [PAUSE].
The motion [PASSES/FAILS] and is [ADOPTED/NOT ADOPTED]”
Repeat for each recommendation.
7. Committee Reports
The meeting should hear standing committee reports and special committee reports. You should file the report unless the committee makes a recommendation, in which case, the member reporting moves to adopt it. Then, there is discussion and voting as with the report from the Executive Officer.
CHAIR: “Next it is [NAME OF DIRECTOR] with the [COMMITTEE NAME] report.”
The director gives the report and you deal with the recommendations one at a time. Repeat for each of the officers' reports. Once the reports of officers are complete, you can move on to the next business.
8. Old Business
Any business previously discussed but not voted on comes here. The chair announces business in this section, they do not call for it. If any topic requires further discussion, they ask to move it to the new business section. Otherwise, the chair calls on members to voice vote or for a show of hands to approve old business or postpone it. This is sometimes referred to as unfinished business.
CHAIR: “The motion was postponed to this meeting to [DETAILS OF MOTION]. Those in favour say ‘aye’ [PAUSE FOR RESPONSE], those opposed say ‘no’ [PAUSE].
The motion [PASSES/FAILS] and is [ADOPTED/NOT ADOPTED]”
9. New Business
This is where the chair calls for new business and members can make motions. If someone seconds them, the board can discuss the motion and vote on it.
CHAIR: “Is there any new business?”
[MEMBER RAISES HAND]
CHAIR: “The chair recognises [MEMBER].”
[MEMBER MAKES MOTION]
[ANOTHER MEMBER SECONDS THE MOTION]
CHAIR: “It is moved and seconded to [DETAILS OF MOTION]. Is there any discussion on the matter?
Members debate until all you hear all points.
CHAIR: “Those in favour say ‘aye’ [PAUSE FOR RESPONSE], those opposed say ‘no’ [PAUSE].
The motion [PASSES/FAILS] and is [ADOPTED/NOT ADOPTED]”
Repeat for each motion.
10. Announcements and Other Business
Any announcements come here. This includes details of forthcoming events and the date, time and location of the next meeting. Members may also add other business that does not require a debate or a ballot.
CHAIR: “Is there any other business?”
MEMBER: [MENTIONS TOPIC TO DISCUSS AT A FUTURE MEETING]
CHAIR: “Members can review this topic and we will add it to the agenda for the next meeting. Our next meeting is scheduled for 12th November. In keeping with our regular schedule, it is suggested to hold the board meeting at 2 pm on 12th November in the boardroom. Unless there is any objection, we will meet at 2 pm on 12th November in the boardroom.”
11. Adjourn the Meeting
Bring the meeting to a close after allowing members the chance to make any final points.
CHAIR: “If there are no objections, we will now adjourn the meeting.
[IF NO OBJECTIONS] Hearing no objection, this meeting is now adjourned.”
The chair produces a rap of the gavel to signify the adjournment.
After the Meeting
After the board meeting, the chair should meet with the secretary for a debrief and to start planning the agenda for the next meeting. This will include any unfinished business from the board meeting, as well as any new business mentioned in the meeting or forthcoming from other sources.
It is a good time to concentrate on what worked well and what can be improved to make the meetings more effective in the best interests of the business. The chair and the secretary should constantly review the performance of the committees. This includes reviewing the personnel and considering how the composition of each group could change to help them fulfil their goals.
The chair should send a post-board meeting email soon afterwards to list the action points required of each director. These will arise from the discussions at the meeting and members should resolve them before the next meeting.
The company may also require the chairperson to attend events, functions and meetings as the public face of the organisation.
Qualities and Attributes of an Effective Board Chair
There are a host of qualities that make an effective board chair. Chairs should:
The chair’s role is the opposite of the CEO, who is usually there to make bold decisions and to be the focus of attention. As one American chair reported in a survey by the Corporate Governance Centre at INSEAD, “If you want to occupy centre stage, look for another job. Great chairs create conditions that allow other people to shine.”
This means knowing when to sit back and let the discussion flow and when to jump in. A chair must be there to facilitate the conversation and instil the rules and procedures, rather than involving themselves in arguments.
The job of the board, led by the chair, is to secure the long term future of the business. This means that, even though we all want to see results immediately, the chair has to resist the urge to chop and change strategy or attempt to judge the success or otherwise of the board in the short term.
Understand the Importance of Preparation
Although controlling meetings and making sure they are effective are important roles for a chair, much of the hard work comes in advance. Planning is vital to a successful meeting. From ensuring the agenda is solid to sending out the board papers in time, it is the chair’s responsibility to make sure the process runs smoothly. A well-prepared meeting is more likely to stick to the schedule and benefit the company.
The chair is there to help the debate flow and that means allowing both sides of the argument their fair share of the time. If the chair obviously favours one viewpoint, it imbalances the discussion and can make the meeting less effective.
Instil Good Timekeeping
Keeping a meeting to time shows respect to the directors and their precious time whilst also keeping the momentum that achieves the outcomes the meeting requires.
Here are some of the dos and don’ts of being an effective board chair:
|A Good Chair Does
|A Good Chair Does Not
|Offer all directors the chance to debate.
|Allow a small number of members to take over.
|Nurture new directors by encouraging them into the conversation.
|Ignore new recruits.
|Edge the meeting towards a natural consensus.
|Impose their view.
|Remain calm and relaxed.
|Shout and show anger or frustration.
|Understand they are there to guide the business.
|Think they are there to run the business.
Tips for Running Effective Meetings
Getting through the business on time
There are two main aspects to getting through business on time in a board meeting. Firstly, the planning stage is key. Ensuring you do not overload the agenda allows you time to give all topics enough time and attention without rushing them. Respondents to the INSEAD survey suggested the ideal number of agenda items stands somewhere between five and eight. Secondly, an effective chair has to keep the debate flowing and bringing in all points of view, whilst also listening out for duplicate points and forcefully, but politely, moving on.
There will always be board members who love contributing to the debate, but there are others who need encouragement. They may have excellent points to make, but their personality holds them back from leaping into the discussion. On his blog, molecular biologist John Medina says that you have ten minutes before attendees stop listening.
This means you should engage each member at least every ten minutes. Check in with them, encourage them to speak, ask their opinion. Everyone must have their say and remain engaged.
To help the board make decisions, a good chairperson needs to listen carefully. It is unlikely that anyone will completely change a colleague’s mind, but by listening to the debate, the chair can find the areas of commonality and try to forge a consensus that, although not perfect for everyone, at least produces a result that everyone can accept and move forward with. It is important to pool opinions and then analyse them whilst the debate continues.
Dealing with difficult people
Everyone is allowed their say in a board meeting, but you shouldn’t let any single person dominate. When people become difficult, the chair should listen to their argument and ensure everyone else can respond.
The chair should remind members of the bylaws of the meeting and spell out the consequences for those disrupting the order. They should also be prepared to act on those consequences if things do not improve. Once again, trying to find out what members have in common, rather than what divides them, is important in finding a resolution.
Keep a good balance
No one can fully concentrate on an entire meeting full of hard-hitting and ultra-serious topics. Keep a good balance in the agenda by dropping in more fun and lighthearted items to break up the meeting.
Who can approve the minutes of a meeting?
The board members all approve the minutes of a meeting and suggest corrections or amendments. However, it is for the chair and the secretary to sign the minutes off before they are filed.
This is another part of the process that you can optimize with a board meeting portal like iBabs. Members can log in, check the minutes and send amendments from their device. The secretary then adjusts them, ready for approval at the next meeting. This saves time in the meeting, as everyone has had their opportunity to make sure they are correct. The minutes can even be signed online with electronic signatures, saving even more precious minutes.
How do you make a board meeting more interesting?
Looking for the human aspect of what the board does helps boost engagement. Let board members show the result of their work, the achievements they have made and the way it impacts the business as a whole. Look beyond the dry figures on reports and give them some context to make the meeting more interesting.
Going further, you could theme each meeting to provide a different focus each time. Make sure that all agenda items relate to that theme in some way and that will keep things different enough to be entertaining.
We hope this guide to chairing a board meeting and the script will help you make your meetings more effective, interesting and engaging in the future. The role of the chair is wide-ranging. By being a calm and supportive presence in the boardroom, they can help the board make the decisions it needs to defend the best interests of the company going forwards.