2016

Issue 17

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BoardWorks International
Issue 17, 2016

To Get More Out Of Board Meetings Turn Your Agenda Upside Down!

Parkinson's Law states that work expands to fill the time available. It is worse than that when it comes to board meetings. Whether boards meet for two hours or two days, too many board meetings run out of time. The most important discussions are left hanging and, possibly, lost sight of entirely. Later agenda items are rushed or deferred. Directors hold back from asking potentially incisive questions so as not to prolong the meeting. When directors and staff alike leave the meeting, they seldom feel a sense of achievement.

Why do board meetings run out of time?

In some cases, it is a result of ineffectual chairing. Mostly, however, it is a poorly designed meeting structure that causes the problem.

Board meetings that run out of time have many features in common. For example, they are likely to open with the approval of minutes and 'matters arising'. Because there is less time pressure at the start of a meeting both topics offer great opportunities for unplanned meeting time consumption. Then there is likely to be a procession of 'for information'-type items (e.g. Chairperson's report, committee reports, chief executive's report (1), financial report, etc.). These reports mostly relate to information that is, by now, of little more than historical interest.  Consequently, in discussion, the board can add little value. Typically, these reports also deal with a good deal of operational minutiae. They are prone to result in a lengthy and unproductive discussion of management rather than board responsibilities. Some of that content may be important. Having been pre-circulated, however, it has already informed and provided a backdrop for the meeting.

Boards that stick to agenda structures with these inherent shortcomings often do so because it is what they have always done. Others have the notion that they should first 'clear the decks' to make way for the meeting to deal with more difficult and more abstract strategic issues and decisions.

How to fix the problem

Board meeting time is limited; it is arguably a board's scarcest and most valuable resource. The board should deal with the more important and intellectually demanding, future-oriented matters it faces in the first part of its meeting. That is when energy levels are likely to be highest, and board members are most likely to be present (mentally as well as physically). 

The following is a suggested board meeting agenda sequence (2). Invariably, boards that switch to this order (or something similar) report significant increases in productivity and board effectiveness.

1. Board-only time. This is an opportunity for the non-executive members of the board to develop a collective view on matters that may be of concern. However, it is a great opportunity as well for the board to collect its thoughts about what it must accomplish at the meeting and for its members to share with the chair any concerns about particular agenda items. Board-only time is an opportunity for the board as a whole to consider how it will get the best out of its meeting and the time available on the day.

2. Board and Chief Executive-only time. It is important for the chief executive to be able to speak with the board confidentially (and vice versa). It may be to give the board to get an early warning on emerging issues, or anything else of significance it should be aware of that does not yet justify a separate agenda item. This segment gives both the board and the chief executive the chance to exchange views on topics that may later cause anxiety if either party was unaware of them. Matters the Chief Executive might want to raise with other executives present can be taken later in the meeting.

Note: Both items 1 and 2 may be considered to precede the formal board meeting. Should matters discussed warrant a formal record this should be done either on a confidential basis or more 'publicly' at a later point in the meeting.

3. Governance matters - the routine procedural points that constitute good housekeeping. For example, apologies, updates to the Interests Register, and disclosures of potential conflicts of interest specific to items on the agenda.

4. Matters for discussion. The matters covered here are critical to effective board contribution to organisational performance. For example:

  • A brief environmental scan. A quick-fire review to see what might be newly 'visible' on the board's 'radar screen'. It gathers up the contextual intelligence to which all board members should be alert. It also assists the board to get straight into its proverbial governance 'helicopter' and rise quickly to a 'big picture' elevation that will support the progression of the meeting.

  • Strategic (including risk) issues and policy matters. Largely these should be topics drawn from the board's annual agenda or work plan. Boards often struggle to develop a collective consciousness on issues of importance, but this item may produce the single most valuable outcome of the meeting.

  • Pre-decision discussion. This is the preliminary introduction to decisions that lie ahead and the proposals that will be coming to the board (usually via management) for deliberation. It puts the board on notice and gives directors an early opportunity to identify and think about the issues involved. It enables them to highlight, ahead of time, anything that would be important to them in reaching a decision. This is of considerable assistance to management and others who are shaping a proposal.

5. Matters for decision. This is the time of the meeting to deal with proposals and other matters requiring board approval. By definition, these will be substantive matters because they lie beyond the chief executive's delegation (3).

6. Matters for review and evaluation. This section of the meeting deals with monitoring and assessment of organisational performance. Typically, relevant reports will have been pre-circulated. Ideally, such reports should be concise 'exception reports' that identify any divergence between planned and actual results and indicate what remedial action has been taken. Reports should also assist the board to assess the degree of compliance with legal requirements and the performance and policy criteria it has previously determined. The material should be self-explanatory and not require active (and time-consuming) presentation by its authors. Because the content can be 'taken as read', any discussion can be kept brief. The types of reports appearing here would typically include the Finance report, project/major programme reports, major function reports (e.g. HR), policy compliance reports and the like (4). They should speak to the board's interest in such matters and not be a recycling of internal management reports.

7. Confirmation of the Minutes of the previous meeting. Ideally, only a brief routine formalisation. Draft minutes (and accompanying action list) should have been circulated shortly after the last meeting to allow any concerns about the record of that meeting to be addressed by the Chair with the minute taker. This item is also where 'matters arising not covered in the agenda' can be flagged. These should be few and far between. Matters of ongoing interest to the board should be reported on elsewhere as part of other agenda items.

8. For information.  (Optional) Far too many board meeting agendas are top heavy in documents that are only 'For information'. It is a moot point whether these should form part of the board meeting agenda papers. Circulated separately they avoid the temptation for the meeting to be diverted by matters that, by definition, do not require the board's active consideration.

9. Other/general business. (Optional) Potentially another good time waster and often a reflection of inadequate planning and preparation. Matters worthy of the board's attention should be capable of fitting under one of the previously mentioned headings. The risk is that something introduced under this heading - usually without the benefit of a properly considered analysis and supporting documentation - will stampede the board into an ill-considered decision. There should be a discipline that, on matters of substance, the board will make no decision except whether the issue should be given consideration at another time.

10. Meeting evaluation. (Optional) There can be considerable value in taking a few moments to assess how useful the meeting has been and what could be done in the spirit of 'continuous improvement' to enhance future board meetings.

Whose meeting is it?

There is no doubt a good board secretary who has the assistance of a previously agreed board annual agenda or work plan can put together an agenda like this. However, the design and determination of a board meeting agenda is not a staff role. A board meeting is the board's meeting. Determining how the board will make the best use of its time is, therefore, a prime responsibility of the chair. Board chairs must be active and thorough meeting planners. The board's performance - both on the day and longer term - will hinge on whether it can deal thoroughly with what is most important.

 

Notes:

(1) Allowing the Chief Executive's report to dominate the start of the meeting is one of the greatest causes of board meeting ineffectiveness. See 'Getting the Chief Executive's Report Right'.

(2) This structure assumes that boards can control their meeting processes and are not required as, for example, some public sector entities are, to hold at least part of their meetings in public.

(3) Under this heading might also be a multitude of minor matters that can be bundled together as part of a 'consent agenda' passed by a single resolution.

(4) Note that no place is described in this sequence for the traditional, all encompassing 'Chief Executive's Report'. The kind of synthesis the board needs from its Chief Executive, it gets in Item 2 or in the course of other subsequent items. See also Is It Time to Rethink the Chief Executive's Report to the Board?

 

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