Board meetings are the lifeblood of a successful business. They shape the future strategy of the company, the unique approach to execution, and the response to up and coming risks.
Unfortunately, in many cases, board meetings are not as productive as they could (and should) be. As recently as 2019, strategy experts Ernst & Young found that more than a third of corporate leaders felt that developing “better engagement around strategy development and monitoring of strategic execution” was still the biggest challenge they faced. This shows why companies need to make the most of the opportunities they have when they convene the board together.
In order to improve this engagement, efficiency is key in organising the definitive meeting and utilising the expertise of the board. It is also worth considering that the most productive people work in chunks of 52 minutes, meaning that simply extending the length of the meeting is not necessarily the silver bullet for improving results.
The preparation you put in place before the meeting and the efficiency of the meeting agenda play a significant role in the success of a board meeting. Thankfully, there are a number of easy wins for board secretaries to help members get more done in the allocated time. That’s why we put together this comprehensive guide to organising the ultimate board meeting. Read till the end to find out how to make these executive get-togethers run smoothly.
Common Board Meeting Mistakes
There is no doubt that it is difficult to make every board meeting go to plan. Many boards find themselves making one or more of a series of common mistakes. Here are some examples to help you avoid these missteps when organising a meeting.
- The Meeting is Too Long – As previously mentioned, even the most switched-on and dedicated people struggle to concentrate for more than around 52 minutes in a single block. It is true that taking a refreshment adjournment can refocus minds around the table, but, with busy schedules, not many boards have the luxury of being able to break out for 17 minutes before heading back into action for another 52.
- Having a Loose Agenda – Fitting in with the previous point, failing to streamline the agenda means that the meeting might not cover all the points it needs to before people start to flag or have to leave for other engagements. This can be seriously detrimental to the productivity of the meeting, and the business’s growth strategy overall. An effective meeting should move at a decent pace and with purpose.
- Lack of Preparation – If you fail to provide board members with the meeting papers and resources they need well in advance, you run the risk of it turning into an update meeting, rather than one where there are challenges, debates and solutions. It is a waste of time and it does not help your business.
For example, Mark Suster, a managing partner at Upfront Ventures, estimates that more than 90% of financial packs are distributed just one to two days before a board meeting and 65% are distributed the day before. By shifting the delivery just a day or two earlier, it gives more time for members to read and digest the reports. This means the chair doesn’t have to spend valuable time in the actual meeting updating everyone on the pack’s contents.
- Having No Follow-Up Plan – Everyone should leave the board meeting knowing what actions they need to take. Without this clarity, backed up by details listed in the minutes as a reminder, you risk missing your goals.
- Not Keeping Accurate Minutes – It is a legal requirement under the Companies Act 2006 to keep accurate board meeting minutes for ten years as a record of the meeting taking place, the matters discussed, objections raised, decisions made, and to prove that directors fulfilled their legal responsibilities.
- Being Too Specific or Too Vague in the Minutes – As well as being a legal document, meeting minutes are also essential as a record for accountability. They can serve as a yardstick to measure the success of the business strategy. However, if they are too vague, they will not help recall why decisions were made, and if they are too specific and detailed, it is difficult to quickly find the important information.
- Not Holding Meetings Often Enough – There is no legal requirement for how often you should hold board meetings, but failing to convene the board regularly can lead to a breakdown of communication and engagement between members. Action points can fall by the wayside and the board might lose focus. Some experts suggest monthly board meetings to review financial results against budget, but some boards prefer bimonthly or quarterly meetings. Each publicly-traded company must hold an AGM within six months of its year-end.
Board Meeting Roles and Responsibilities
Here are the main board meeting roles and the responsibilities that they have during and around meetings:
|Chairperson||The chair must run the board and be responsible for collecting together the ideal team to benefit the business. They must command respect in order to control meetings and keep the agenda on track, whilst also ensuring everyone has their fair say on the major issues in front of them. Honesty and integrity from the chairperson during the meeting are essential for the efficiency and effectiveness of the meeting. They assign responsibilities to others and communicate the conclusions of the meeting as well as informing members about the next steps and the date of the next meeting.|
|Board Secretary||The board secretary works with the chairperson to develop the agenda. They must then distribute the agenda, the board pack and any other relevant information to the members of the board before the meeting takes place. During the meeting they record the minutes, detailing the decisions and action items. After the meeting, they must distribute the minutes and other relevant takeaways, as well as follow up with individual board members to ensure there are no unresolved issues. If there are such issues, the secretary must consider whether to add them to the agenda for the next meeting. They are in charge of the company’s corporate governance and are tasked with informing the board on matters relating to that.|
|CEO/Executive Director||The CEO or Executive Director is responsible for answering questions and responding to criticism from the board. They should take this feedback and use it to improve the performance of the business. Forming a strong relationship with the board chair is necessary to allow the conversation to be frank and productive.|
|Non-Executive Director||A Non-Executive Director brings an overview of the business world to the board meeting. As someone not employed by the company, they provide a fresh set of eyes that is hugely necessary to gain clarity on topics that have engulfed the business. They can be a sounding board for other board members, given their external status.|
|Board Members||The board members should ensure that they are up-to-date with relevant issues and fully prepared for the meeting by reading and digesting the board pack, agenda and other relevant information. They have input over agenda items and can make points and ask questions during the meeting.|
Planning a Board Meeting: Checklist
Here are the essential steps for board secretaries when planning a board meeting:
- Begin the planning process early. As soon as the previous meeting finishes, you can start planning the next. Contact board members to discover which items they feel were unresolved and consider adding them to the next agenda.
- Send out the notice. Once you have the date of the next meeting, send out a notice to your board members. You should also send a meeting invitation, which they can then respond to.
- Collaborate on the agenda. Discuss with the chairperson and the CEO to determine which topics should be included in the next board meeting and which documents the board members will need in order to be best prepared for it. Working together helps prevent anything important from slipping through the net when structuring the agenda.
- Ensure the meeting logistics are in place. Book in a suitable meeting room and check that you have all of the relevant elements for a meeting, such as projectors, flip charts, audio-visual equipment, and anything else the board might need. And, if you’re holding a remote board meeting, make sure you have the necessary technology in place and it is properly tested.
- Chase up board members to confirm attendance. If you have not heard from some board members as to their intention to attend the meeting, get in contact to confirm.
- Sort travel, accommodation and refreshments. When you know who will be at the meeting, you can arrange details for how they will get there, where they will stay and the refreshments that you will lay on at the meeting for board members. Always check the dietary requirements and allergies.
- Send the agenda to the board. By sending the agenda early, board members can provide feedback, offer corrections and suggest additions before you finalise it. When using a board meeting portal like iBabs, members can all collaborate in real-time in the cloud, allowing everyone to work seamlessly together to streamline the agenda.
- Finalise the agenda and request reports. Once you know what you will discuss at the meeting, you can request reports from committees and directors whose presence is required.
- Distribute the board pack. Board members need the board pack before they attend the meeting. This allows them to digest reports and results, look over the minutes from the last meeting and prepare thoroughly for this meeting. Make sure you send these out long enough in advance to allow proper perusal of the documents in question.
- Final pre-meeting preparations. Follow up on any missing reports and create a template for the minutes based on the agenda and leaving room for notes. Check on the room booking and the refreshments and ensure you have all the technology and stationery the board will need ready to go.
- Take minutes. During the meeting, it is important to take accurate and helpful minutes. This legal document must cover what was decided and why.
- Correct the last meeting’s minutes. Based on any input during this meeting, you might have to go back and correct the minutes from the last meeting. If so, ensure the chair signs any changes off.
- Draft the new minutes. One of the most important minute taking tips for a secretary is to start drafting the new minutes as soon as possible after the meeting, while you still remember the context. Distribute this draft to board members, featuring information on agreed tasks and their due dates.
- Follow up with board members. Make sure you follow up the meeting with board members to discover any unresolved issues and suggestions for improving the structure of the next meeting. You can also request they submit their travel expenses so you can reimburse them with no delay.
- Follow up with the chair and CEO. Make sure you discuss the success or otherwise of the board meeting with the leadership team. This will help you when planning future meetings. Let them know the feedback you gleaned from the other board members too and bring up any issues they reported.
How to Write an Agenda
Your board meetings will tend to run to a similar structure once you find the best fit for your company. Having a streamlined board meeting agenda in place allows your meetings to run as smoothly as possible, with a forward momentum to help the chair move onto as many items as is possible to fit into the time available. Here is what you should include:
- Business Information. In the header of the agenda, you need the business name and contact details, as well as the date, time and location of the meeting.
- Call to Order. This is the opportunity for the chair to begin the meeting, provide a welcome and introduce new members if applicable.
- Approval of the Agenda. Members are asked if they require any adjustments to the agenda. If not, it is deemed to be approved.
- Approval of the Minutes. The chair requires the members to approve the minutes from the last meeting. If they have any changes to make, they should use this opportunity.
- Reports. These are headed by the CEO, the Finance Director and then the chairs of the various committees.
- Old Business. Discussion of issues that were unresolved.
- New Business. Discussion of new topics.
- Announcements and Comments. Members can pass comments, ask questions and suggest future agenda items.
- Adjournment. The chair closes the meeting and announces the time and date of the next meeting.
You can find more information in our board meeting agenda guide and download one of these board meeting agenda templates to help you create your own.
What Goes Into a Board Pack?
The board pack contains all of the relevant information board members need ahead of the meeting. Essential items are:
- The meeting agenda.
- Minutes from the previous meeting.
- The Executive Director’s report.
- Report on the market and competitors.
- Financial reports.
- Relevant documents to aid with decisions that must be made at the meeting.
- Relevant major correspondence.
- Any other documents that require the attention of the board.
Documenting Action Items and Creating a Board Report
In order to keep board members informed of important information and to clarify action items, creating a board report that sets forth these details clearly is important. You need to develop a simple structure that allows board members to see all the relevant information without having to search through walls of text. Brevity is key, so try to say what you want in a sentence rather than a paragraph.
The first step to a succinct report is to get to the point with the title so it is easy to find when the member is looking for it. “Monthly Online Sales Reports for December 2020” would be a good example. Within the body of the report, make sure there are headers and bullet points to highlight the key points you want board members to scan and digest.
You should consider what you want to achieve with the report. Whether it is meant merely as information or if you are requesting something in return, that will guide the content you deploy.
If you need a specific member or members to perform an action, it’s best to explicitly state that in the report. Give due dates as well to keep members accountable and on track to supply the necessary information.
Board Meeting Protocol
Having a board meeting protocol allows everyone to know what is expected of them and when. It helps provide a structure that every member understands, cutting down the chances of the meeting descending into chaos. The chair can better keep control of proceedings by ensuring they enforce the protocol at all times.
Many companies across the world adhere to Robert’s Rules of Order, which was originally a US parliamentary procedure guide. However, the protocols it promotes work well in many boardrooms, too.
This is an example of Robert’s Rules of Order protocol for motions:
- Member stands, addresses the chair, is recognised, and makes the motion
- Someone seconds the motion
- Chair restates the motion
- Members debate the motion
- Chair asks votes on the motion
- Chair announces the voting result.
By sticking to this protocol, everyone knows when they have the opportunity to debate and vote, meaning that they don’t try to shout it down before the member has had their opportunity to put their motion forward.
Having a meeting protocol leads to fewer arguments and a more civil and enjoyable environment in which to debate important topics.
You might feel that a different protocol works for your business. It is worth discussing this with board members, the chair and the CEO to work out an appropriate structure for the elements of your meetings.
How to Prepare Meeting Minutes
In order to prepare meeting minutes, you can help keep things clear by using a template. This should follow the items on the agenda. You can save time by inputting these items before the meeting to allow you more time to concentrate on what is being said.
Check the members off as they arrive so that you can accurately report on the attendance in the minutes of the meeting.
During the meeting, keep a note of the decisions, votes, motions and actions as they occur during proceedings. Make sure your notes are clear but keep them brief and to the point. You don’t need to write exactly what was said. If there is anything that doesn’t seem clear, you should ask for clarification.
When drafting the minutes for distribution, the sooner you do so after the meeting, the more clear it is in your mind and the easier it will be to make sense of your notes. They should also clearly state which board members are responsible for the action points that arise in the meeting.
How to Write a Board Resolution
A board resolution is a formal document relating to decisions made in a board meeting that relate to the functions of the company. It can also act to prove compliance, and the resolution is a legally binding document. Shareholders or government organisations may ask to see a board resolution in order to find out more about the decisions the company made on behalf of the business. You should issue the resolution with the meeting minutes.
Reasons for issuing a resolution are many and varied. They could include:
- Deciding to acquire another business.
- Purchasing real estate.
- Authorising a bank loan.
- Appointing a new director.
Once the motion is passed, the resolution acts as a document of that fact to show the decision was made democratically.
The board resolution should be fairly simple and to the point. It should state the details of the business, the motion that was proposed and that it was seconded and voted for by the board. It should also display the date of the meeting too. Here is a board resolution template sample.
Board Meeting Software (Board Portals)
The main problem that businesses have with the large amount of admin work related to board meetings. There are a lot of documents that can be confusing to search through, not to mention expensive to print.
This is why safe and secure board meeting software is becoming ever more popular as an alternative. These board portals allow you to distribute all material in the cloud, with board members able to edit and annotate documents on their device. This ensures that every member has instant access to the latest version of each document. (With print-outs, it is very easy to refer to an old version without realising.)
With a board portal such as iBabs, you can hold your board meetings entirely online, which allows more members to attend without taking them away from their busy schedules. Especially if they live far away. Not only does this mean you cut down on travel and accommodation expenses, but you can also minimise your printing costs, too.
Board portals register votes and save the details of discussion points for future reference and for the sake of transparency. This is also particularly handy when drafting the board meeting minutes.
How to Follow Up After the Meeting
Feedback is hugely important when it comes to shaping the way your board meetings work in the future. Here are some actions you should take after every meeting:
- Send out a survey. Ask members a couple of questions about their experience of the meeting, whether they felt the meeting covered everything it needed to and what should happen during the next meeting.
- Distribute the minutes. It is important to distribute the meeting minutes to all attendees. They should detail which members are responsible for which deliverables.
- Review the action points. Every action point should have a designated member that takes responsibility. Catch up with them for a progress report after the meeting.
- Leadership debrief. Discuss the meeting with the leadership team to establish how to improve the streamlining of the next board meeting.
Virtual Board Meetings: Is This the Future?
Virtual board meetings are becoming ever more popular. The UK government made it legal for businesses to hold entirely remote board meetings back in 2009. Although it took until 2016 for Jimmy Choo plc to hold the first online AGM, since then more businesses have looked into moving away from the antiquated idea of wholly physical board meetings.
The coronavirus pandemic has seen a huge increase in virtual board meetings, with the need for social distancing being a key element in the fight against the virus. But it is not only the safety aspect that is appealing for businesses. The opportunity to increase attendance by allowing members to join in wherever they are in the world is a real bonus. As is the efficiency boosting nature of a paperless process.
With board management software, you can do without paper, but still have a detailed record of decisions, votes and all other points raised in the meeting.
All the actions can take place online and some board portals, such as iBabs, also allow video conferencing so members can see each other as well as collaborate in the cloud.
What constitutes a quorum?
A quorum is the minimum number of members in attendance at the board meeting required to pass motions. You must have a quorum to guard against a small and unrepresentative number of members voting for resolutions or motions. You should set the quorum number for your business and, if you do not achieve it, there can be no binding votes that take place at that meeting.
Are virtual board meetings effective?
Virtual board meetings can be even more effective than physical meetings. There is no rifling through reams of paper or people reading from outdated versions of reports and other documents. Everyone has access to the current information that is easily searchable from their device.
How often should I hold board meetings?
Regular meetings keep the board accountable for its actions. Otherwise, communication can break down between members and you can end up spending more time at meetings getting back up to speed than solving the real business issues of the day. Some suggest monthly meetings are best, but others opt for every two months or every quarter. It depends on what works best for your business.
There is a lot of work that goes into the perfect board meeting and we hope this guide will help you through the process. Much of the admin work involved can be performed virtually, which is a great way of keeping track of everything and automating parts of the meeting preparation and follow-up procedures. Whether you choose to try a board portal or prefer organizing information with text documents, it’s always a great idea to employ technology as much as you can, instead of relying solely on paper.