Most CEOs with outside investors face the ongoing challenge of board meetings – How to organize them, what content to provide to board members, who should attend, what type of agenda to have, and perhaps most complicated, how to “manage” the board itself.
My friend, George Von Gehr has written about board meetings in his book, “The Effective Entrepreneur: Fifty-nine rules to Create Value Throughout the Life Cycle of Your Company” (Amazon Link) and, with permission, reprint here Rule 18 – Structure Board Meetings. Here’s George’s background in a previous post.
“Unless the board meeting schedule is mandated by investors, schedule board meetings with a frequency that reflects the pace of company activity. Since many board members make their major contributions through discussions outside of board meetings, a better approach may be less frequent meetings — meetings held quarterly or semiannually — supplemented by status updates every four to six weeks via conference calls. The board must be nimble so that conference calls and meetings can be scheduled easily as needed.
To preserve optimal focus and maximize contributions of the board members, the meetings themselves should rarely exceed two to four hours. Materials should be sent out ahead by e-mail, especially indicating what decisions are to be made at the meeting and what the overall agenda will be. This approach allows board members to prepare and to ask for additional information in advance; hopefully this will result in more effective decision-making at the meeting. Board members expect regular updates showing progress and major decision points in the macro issues under consideration.
Presentations at board meetings should be made by a variety of company managers in order for the board to become familiar with a broad cross-section of management. A major problem is that managers’ presentations often vastly exceed their allotted time; one way to conserve the schedule is to limit the number of PowerPoint slides presented.
Some board members occassionally argue vehemently, over-focus on unimportant issues, miss meetings, or disturb the board’s concentration by taking phone calls. Action needs to be taken to correct counterproductive conduct. The chairman or another board member must take the lead to preserve the CEO’s neutral stance. The issues under contention must either be resolved, the board member persuaded to behave differently or be removed altogether.
Most companies keep brief minutes of these meetings. What is important though, is to document, in the minutes, the basis for major decisions such as stock option pricing, senior management compensation, and financing.”
I posted a related entry on “Optimizing Board Meetings” in December, 2008. Additionally, there are a number of interesting discussions and article on this and related topics on ExpertCEO at the links below:
There are other discussions about this and related topics you can find on ExpertCEO by searching for “Board Meeting” on the site.