Board meetings are not the opportunity to bring everyone up to date. They are the opportunity to discuss key strategic matters. If the CEO is managing their contributions to board meetings solely as an update session, then you are missing a key element in building your business.
A board chair and a CEO are different and distinct roles.
The Chairman / Chair is responsible for the leadership of the Board, to be the central point of contact between the board and the CEO, both inside and outside of the boardroom, and of course to chair General Meetings. The CEO is responsible for the day-to-day management of the business, in line with the strategy and long term objectives approved by the Board.
While the chair manages the board, the CEO is responsible for the day-to-day operations of the company, and for reporting meaningful activity to the board. As organizations develop, there’s sometimes confusion. A lot of early stage companies are very informal about board meetings, and this can work. But as the company grows, boards and the management team need to evolve. Those who don’t grow or evolve do their company and shareholders a disservice.
In a prior article about managing boards for effective board meetings, we laid out a few tips to making board meetings productive. The tips are true for any meeting, and following them goes a long way towards explaining why the CEO really evolves into a different kind of manager as the company grows.
The prior article was about tips to structure an effective board meeting. In this post, I wanted to tackle points about how to avoid a meeting getting derailed, if you’ve done everything else right.
The CEO and Board Meetings
Presuming the CEO has invested the appropriate time between meetings briefing key stakeholders, then board meetings and even management meetings should be focused on the agenda set.
As CEO, the first task relative to the board is to continually keep the Board Chair briefed and up to date on any material news or change in the business. The Board Chair manages the board, and should be in regular contact with all board members to keep them apprised of material developments, but for various reasons the chair is the one person who the CEO should constantly keep updated. Using this one point of contact effectively is key, and without this constant communication neither the chair nor the management or board can perform their duties fully.
Managing the Board Meeting
Setting the agenda is not enough. Successful meetings require managing the meeting to the agenda. Meeting agendas should be circulated ahead of time, as should all relevant materials. Nothing should be a surprise, because surprises are distractions. Meetings are not the opportunity to present new information; that should be done ahead of time. Meetings are the opportunity to discuss and decide.
No two organizations are alike, but there are some common mistakes we should all try to avoid making in order to ensure effective meetings. This holds true for board meetings, management meetings, or any type of scheduled meetings within an organization.
- Avoid the addition of last minute topics that normally would require preparation. Last minute additions should require no preparations. For example, if a competitor is acquired or makes an announcement the day of the meeting, that is discussion worthy. However, for anything that requires details, if meeting participants have not been called ahead of time to brief them and request feedback in advance, then you should expect to be unprepared to meet their expectations. The last thing anyone wants is to respond to a question with a statement that indicates they are not prepared. If you do not invest the time to managing participants between meetings, then you can expect to fail to meet everyone’s expectations.
- In the course of any meeting presentation, participants will hear things they have never heard before. This is either because the information is stated in a context that was never considered prior, or because it is new material. If it is new material, that is not ideal. Again, core materials and presentations should be circulated in advance.If the attendees are well versed in the prep materials, then any new information or contextually clarifying information will cause them to pause and think. Questions for the sake of clarification will arise, and need to be addressed. But some questions are out of order, and need to be treated accordingly.
- Always remember that any meeting participant is present because they are domain experts in something. This means they understand the issues, and will have a natural and unconscious desire to address certain items on a very tactical / detailed level. A board meeting is not the correct forum for tactical discussions, unless specifically defined as such in the agenda. By the same token, global company strategy is not decided at a sales or product meeting. As the meeting organizer you need to keep mindful of this, and table those discussions for the appropriate forum. The questions and input is valuable, but there’s a time and a place for everything.
- Set the agenda ahead of time, and get everyone to agree to it, but include times for how long each discussion should run. It is incredibly common for important matters to be left unaddressed, or rushed through because “we are out of time.” Set yourself up to succeed by budgeting time as effectively as you would your expenses.
- Board meetings: Remember, boards are there to help you with strategy, not tactics. Sound board members out for opinions, but make them vote; Opinions are interesting, votes are decisions. A board is there to help guide the company and the CEO, but if you do not ask for a decision, you will not get one, and you’ll never meet expectations without guidance, or goalposts!I recently witnessed a meeting where the principal refused to take any decisions, or request any votes. That’s an abdication of responsibility, and a lack of leadership that poisons an entire organization. Instead of empowering team members to act, it has the exact opposite effect. Not the intention, but the result.
- Mandatory items: The board is responsible for everything, and as such there are certain things that should be reviewed or reported at each meeting. For example, as all legal filings up to date; are all payroll taxes paid; are all employee agreements, IP assignments, and NDA’s in place? These should be a very quick statement confirming any and all mandatory requirements. If something is not done, it needs to be reported. As the final party responsible, the board needs to be aware or any liability.
- New hires: It’s very common for the board to approve new hires, and to be advised of any departures. The reasons for departures should be reported, in case any potential liability exists. While approval should be a formality, key hires are usually vetted by more than one board member. It’s just best practice.
Some additional thoughts on what you can do before a meeting, and how this can shape the meeting to be the most effective.
- Most decisions at board meetings are formalities, if your organization is well run. This may appear to be contradictory. However, if you have important decisions to make, then everyone should be briefed ahead of time, able to discuss major points internally, and there should be no surprises. If any team member walks into a meeting and is surprised by the direction a discussion takes, then there’s a problem.
- If some board members aren’t persuaded on a decision that you want made, either the logic is flawed, or there’s key information that is not understood / shared. Confirm there’s a full understanding, and use board members who can speak to the points at hand as proxies. Different people can convey the same message differently. Sometimes it really is the messenger.
- External board members are key. The challenge for any CEO who is a board member is separating the day-to-day operations from a board discussion. The CEO feels all the internal pressure from the organization and team members differently, and on a more personal level that board members. External board members should be able to help them examine issues from a more objective perspective, but the CEO has to take advantage of this opportunity, and communicate their issues between meetings, and during in-camera sessions at meetings. The board is there to help advise the CEO; a CEO who fails to consult the board for advice is not communicating effectively, and failing in their responsibility as well as opportunity to be as effective as possible.
- If you hold a board dinner, do it the evening after the meeting, not the night before. Key issues will have been dealt with, and this is an opportunity to relax and reset. Hold it prior and you’re missing a great opportunity for team building.
Effective meetings boil down to strong communications. But contrary to the belief of some, it is strong communications between meetings that makes a meeting successful.
Communications aren’t successfully turned on and off like a light switch; if you expect to manage anything in this way, you are doomed to fail.