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June 20, 2022
Make the most of your board meetings
SPOTLIGHT ON NFP BOARDS
By Heather Wilson, Senior Director, Policy & Research
Through a series of articles in the Director Lens Communiqué over the next several months, we will be highlighting some of the issues and challenges facing not-for-profit boards. This article will focus on how to organize and hold effective board meetings. Boards should strive to use the time they have together wisely. If the board has recruited thoughtful, diverse and experienced board members, the meetings should then provide opportunities to exploit the talents and experience of these directors to the fullest extent possible.
“With the heightened focus on corporate governance across all sectors, many not-for-profit boards are also adopting best practices for board meetings used by public company boards,” notes Rima Ramchandani, co-head of the Capital Markets Practice at Torys LLP.
Preparation
Preparation is a key element to the successful execution of a board meeting. Board materials should be thoughtfully curated and organized so that the information is accessible and allows board members to prepare adequately for the discussions outlined in the agenda.
Many boards have developed dashboard indicators to help directors with their fiduciary oversight. Presenting clear metrics regularly in the board materials allows directors to spot trends over time, identify areas of concern and free up time for strategic discussions.
Board materials should be provided to directors in a timely fashion. The delivery schedule should reflect the amount and complexity of the materials given to the board for review. The board chair should also ask for specific feedback about the quality and content of the board materials as part of the board’s evaluation process.
Agendas
Agenda-setting is also an important component of a successful board meeting. Boards should consider adopting the use of consent agendas if they have not done so already. Routine, non-controversial items may be approved together with a single motion. When creating the agenda, boards may want to include goals from the strategic plan, which allows for a targeted discussion and a progress report. This helps the organization keep the strategic plan on track and flag any problems preventing the completion of the goal.
Meeting procedures
Boards should discuss and decide what meeting decision-making practices will be followed. According to the ICD publication, Chairing a Board Meeting, by Grant MacDonald, “formal decisions moved and seconded and voted upon are recommended for the approval of a budget, adoption of a policy, a decision to take legal action, a decision on the use of financial reserves or the formal adoption of a strategic plan. Motions are typically used to propose specific decisions or actions. They can be a valuable meeting tool when a proposal needs the scrutiny that an argument for and against can sometimes provide. Motions are not useful at the front end of a problem-solving discussion requiring brainstorming and evaluating ideas or options.”
Meeting dynamics
Meetings should create an inclusive and respectful environment to support meaningful discussion and informed decision-making. Good meeting practices include active listening, thoughtful questioning, building and linking ideas, encouraging everyone’s participation, and limiting distractions (no side conversations, checking phones, etc.). Social time at the beginning or end of the meeting can be beneficial for team-building.
Chairs should begin meetings by welcoming everyone, ensuring new people are introduced, reviewing the agenda, and identifying the main items for discussion. During the meeting, it is often helpful for the discussion and for decision-making if the chair summarizes main points, clarifies key questions, and keeps agenda items moving according to their allotted time. Chairs should also ask if there are board members who have differing opinions or would like to propose alternative courses of action in order to solicit divergent points of view.
Meeting evaluation
Taking the time to evaluate the effectiveness of your board meetings can be very beneficial in improving their quality and ensuring that the board is functioning optimally. A quick go-around to identify what worked and what did not at the end of the meeting can be very helpful. Questions may focus on whether the appropriate amount of time was allowed for discussion, whether everyone was able to participate, whether the board materials helped directors prepare for the meeting and were delivered well enough in advance, and, finally, if the meeting was perceived to be a good use of time. Periodically, a more formal evaluation can be undertaken to assess the conduct of the meeting, agendas, meeting materials, and the performance of the board chair.
Virtual and hybrid meetings
Many organizations needed to adjust to virtual board meetings during the pandemic. Boards are now assessing what mixture of virtual and in-person meetings are or will be appropriate for their organizations. Online meetings will likely continue on the board calendar, at least for some meetings, because they allow for more flexibility and reduce expenses. Virtual meetings also enable boards to be more responsive to emerging situations by allowing meetings to come together quickly. Although most board members are accustomed to virtual meetings by now, it may be helpful to provide participants with a tip sheet on etiquette and best practices.
Hybrid meetings are also becoming more common. Ensuring an equitable experience for in-person and online meeting attendees will require planning. According to the Harvard Business Review, boards should consider the experience of both the in-room and virtual attendees.
“Board chairs must be particularly proactive when leading virtual and hybrid meetings,” notes Ramchandani, “to ensure that all participants have an equal opportunity to participate and that the input of each director is being solicited.” Ramchandani notes that hybrid meetings, in particular, can be tricky to navigate and recommends that, if hybrid meetings are unavoidable, in-person attendees should consider logging on to personal laptops so that all participants can more easily see and communicate with one another.
Boards can also consider using technology such as upgraded audio equipment, strategically positioned webcams, and large screens to project “life-size” images of remote participants. Technology should be tested before the meeting to ensure it is functioning correctly. Boards should also have a backup plan to address any unexpected technical issues.
Conclusion
Properly planned board meetings are a vital governance function that will help keep directors engaged and contributing effectively. It is a critical responsibility, especially for the board chair. Adequate preparation, strong facilitation, and robust meeting evaluation will keep meetings operating at their highest level.
By Heather Wilson, Senior Director, Policy & Research
Through a series of articles in the Director Lens Communiqué over the next several months, we will be highlighting some of the issues and challenges facing not-for-profit boards. This article will focus on how to organize and hold effective board meetings. Boards should strive to use the time they have together wisely. If the board has recruited thoughtful, diverse and experienced board members, the meetings should then provide opportunities to exploit the talents and experience of these directors to the fullest extent possible.
“With the heightened focus on corporate governance across all sectors, many not-for-profit boards are also adopting best practices for board meetings used by public company boards,” notes Rima Ramchandani, co-head of the Capital Markets Practice at Torys LLP.
Preparation
Preparation is a key element to the successful execution of a board meeting. Board materials should be thoughtfully curated and organized so that the information is accessible and allows board members to prepare adequately for the discussions outlined in the agenda.
Many boards have developed dashboard indicators to help directors with their fiduciary oversight. Presenting clear metrics regularly in the board materials allows directors to spot trends over time, identify areas of concern and free up time for strategic discussions.
Board materials should be provided to directors in a timely fashion. The delivery schedule should reflect the amount and complexity of the materials given to the board for review. The board chair should also ask for specific feedback about the quality and content of the board materials as part of the board’s evaluation process.
Agendas
Agenda-setting is also an important component of a successful board meeting. Boards should consider adopting the use of consent agendas if they have not done so already. Routine, non-controversial items may be approved together with a single motion. When creating the agenda, boards may want to include goals from the strategic plan, which allows for a targeted discussion and a progress report. This helps the organization keep the strategic plan on track and flag any problems preventing the completion of the goal.
Meeting procedures
Boards should discuss and decide what meeting decision-making practices will be followed. According to the ICD publication, Chairing a Board Meeting, by Grant MacDonald, “formal decisions moved and seconded and voted upon are recommended for the approval of a budget, adoption of a policy, a decision to take legal action, a decision on the use of financial reserves or the formal adoption of a strategic plan. Motions are typically used to propose specific decisions or actions. They can be a valuable meeting tool when a proposal needs the scrutiny that an argument for and against can sometimes provide. Motions are not useful at the front end of a problem-solving discussion requiring brainstorming and evaluating ideas or options.”
Meeting dynamics
Meetings should create an inclusive and respectful environment to support meaningful discussion and informed decision-making. Good meeting practices include active listening, thoughtful questioning, building and linking ideas, encouraging everyone’s participation, and limiting distractions (no side conversations, checking phones, etc.). Social time at the beginning or end of the meeting can be beneficial for team-building.
Chairs should begin meetings by welcoming everyone, ensuring new people are introduced, reviewing the agenda, and identifying the main items for discussion. During the meeting, it is often helpful for the discussion and for decision-making if the chair summarizes main points, clarifies key questions, and keeps agenda items moving according to their allotted time. Chairs should also ask if there are board members who have differing opinions or would like to propose alternative courses of action in order to solicit divergent points of view.
Meeting evaluation
Taking the time to evaluate the effectiveness of your board meetings can be very beneficial in improving their quality and ensuring that the board is functioning optimally. A quick go-around to identify what worked and what did not at the end of the meeting can be very helpful. Questions may focus on whether the appropriate amount of time was allowed for discussion, whether everyone was able to participate, whether the board materials helped directors prepare for the meeting and were delivered well enough in advance, and, finally, if the meeting was perceived to be a good use of time. Periodically, a more formal evaluation can be undertaken to assess the conduct of the meeting, agendas, meeting materials, and the performance of the board chair.
Virtual and hybrid meetings
Many organizations needed to adjust to virtual board meetings during the pandemic. Boards are now assessing what mixture of virtual and in-person meetings are or will be appropriate for their organizations. Online meetings will likely continue on the board calendar, at least for some meetings, because they allow for more flexibility and reduce expenses. Virtual meetings also enable boards to be more responsive to emerging situations by allowing meetings to come together quickly. Although most board members are accustomed to virtual meetings by now, it may be helpful to provide participants with a tip sheet on etiquette and best practices.
Hybrid meetings are also becoming more common. Ensuring an equitable experience for in-person and online meeting attendees will require planning. According to the Harvard Business Review, boards should consider the experience of both the in-room and virtual attendees.
“Board chairs must be particularly proactive when leading virtual and hybrid meetings,” notes Ramchandani, “to ensure that all participants have an equal opportunity to participate and that the input of each director is being solicited.” Ramchandani notes that hybrid meetings, in particular, can be tricky to navigate and recommends that, if hybrid meetings are unavoidable, in-person attendees should consider logging on to personal laptops so that all participants can more easily see and communicate with one another.
Boards can also consider using technology such as upgraded audio equipment, strategically positioned webcams, and large screens to project “life-size” images of remote participants. Technology should be tested before the meeting to ensure it is functioning correctly. Boards should also have a backup plan to address any unexpected technical issues.
Conclusion
Properly planned board meetings are a vital governance function that will help keep directors engaged and contributing effectively. It is a critical responsibility, especially for the board chair. Adequate preparation, strong facilitation, and robust meeting evaluation will keep meetings operating at their highest level.
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