This post is for privately owned companies and nonprofit organizations that have Boards that they want to make more effective, or those that don’t have Boards but realize they should have. This applies equally to advisory boards as well as fiduciary boards, except that the former just listens and offers advice; while the latter listens, offers advice, and evaluates management performance by how well they take the advice. The guidance in this post is appropriate for both types of Boards, with the goal of making the best use of that meeting time and getting the greatest value from Board members’ time and experience.

Before the Board meets – the preparation packet: Every Board member should be able to review this information in advance of the meeting and be prepared to participate meaningfully in any relevant discussion. As a minimum this should include:

  • The agenda – what topics will be discussed, and who will lead that discussion. Any new documents related to agenda items should be included as well.
  • Minutes from the last meeting – for review and approval by the Board
  • The financial reports – key summarized financials for the period since last reported, including budget performance, if budget management is in place
  • Strategic plan updates – key progress (or lack of) against the goals for the year, assuming a strategic planning process is in place (you might want to do this no more often than quarterly).

Meeting discussion – Facilitation points for the Board Chair to keep in mind:

  • Allow a few minutes at the start of the meeting for Board members to socialize, re-acquaint with those they’ve not seen since a prior meeting, etc., without letting this eat into the committed meeting time. If the meeting includes lunch or dinner, that is even better, as the socializing will be out of the way when the meeting starts.
  • Manage the time for each topic on the agenda. If there is a significant issue that comes up, allow time to fully explore it. At the same time don’t let a minor issue from a talkative Board member sidetrack the discussion.
  • Ensure action items from the prior meeting are dealt with to Board members’ satisfaction, or at least advise them of progress and keep everyone informed about what you expect going forward.
  • Executive Sessions are sometimes needed to discuss sensitive issues without the presence of company executives or staff, e.g., CEO performance and/or compensation. Be careful not to let the Board get into management issues in these sessions. Always remember the key mantra for Board performance: Noses In, Fingers Out.
  • Ensure someone takes effective notes around the discussion, so key points raised at the meeting will be effectively summarized in the minutes. This is especially important for new action items and updates on continuing action items, so no one loses track of them. I’ve found having the Board secretary digitally record the meeting as well as taking manual notes is very effective in developing complete minutes.

After the meeting – any loose ends?

  • The CEO and/or Board Chair should determine if offline discussions with individual Board members are needed as a result of the meeting discussions. This may arise in connection with the work of Board committees, if any, or the need for some in-depth advice from a Board member with particular expertise in a challenging area, or even inappropriate comments at the meeting by an individual Board member.
  • It’s always best to have the Board secretary complete the minutes sooner rather than later, just so memory can add context to discussions and avoid inadvertent mischaracterization in the minutes. In any event the Board Chair should review the final version before distribution.

We strongly believe that every company should make best use of outside advisors in areas beyond the expertise of existing management, whether in the form of a Board of Advisors, a Board of Directors, or a fractional CFO as a start. We do all the above, when needed.

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