As a non-executive director chair of multiple companies, I attend at least 50 board meetings a year and have done for years. Many of these meetings are productive and even fun, but not always. This certainly isn't due to lack of enthusiasm or commitment from the members, but at least on some occasions a staleness invades the process.
In a world being fuelled by disrupters, I think to myself “I have a cunning plan… let's chuck out the old and start again”. Brave maybe, but I would relish your thoughts and will feed back on my success or otherwise. Too many board meetings end up as “show and tell” events and yet more dealing with the past.
The past has to be discussed and so does the present, but only in terms of what and how it will affect our future.
There are of course compliance requirements and although I am seeking to be a disrupter, I have little or no desire to break the good governance and indeed legal processes that are necessary.
So, my downloadable new world board agenda and rational may provide food for thought. I welcome feedback and also hope to hear about its effectiveness or otherwise.
New World Board Process Summary
Board meetings work best in the morning in a well-lit airy room, ideally off-site, tea and biscuits are essential (and no, that's not a joke!). When in the room all technology not related to the meeting needs to be switched to off to eliminate any distractions. Breaks should not be forgotten and should ideally be every 45 minutes, even if it’s only for 10 minutes a time.
If your meetings are quarterly, they are likely to take up most of the day. If you meet monthly you should aim to start early (8am ideally) and finish for lunch at 1pm, where the informal discussion can continue if needed. If you need longer than this you possibly haven't planned it properly or the chairing needs work.
The agenda should be issued in advance, requesting specific points for inclusion that are non-standard, this avoids the need for AOB, the killer of good governance.
Board papers should be brief and punchy and also issued in advance (see section 3 and 4 in the downloadable pack) and all papers to be marked at the top as follows:
- for Information
- for debate and discussion
A board works best if it is sure of its purpose: why is it there, what are its key objectives, what is it adding to the business? If yourself and your fellow directors are unable to answer these points, before you even start this regeneration project you need to gain clarity in this area.
The board is not there to run the business, that's the job of the executive management team, nor is it there to solely look after the shareholders’ interests. These are of course practical dilemmas if you happen to be a manager and a shareholder, as well as a director, but it's not a legal dilemma. Legally the roles are very clear.
The role of the director amongst other things is to promote the success of the company, protect its assets and manage risk and resources.
When you are in the boardroom you are one amongst equals, but as a member of the board you are not technically part of a team (until a decision is made by the board of course, then it becomes “cabinet responsibility” to ensure implementation) you are a group of individuals acting in the way you think is best for the business. Of course, a board is only as good as the people who work in it, the process is there to support it.
It has been said if two people on the board agree, one is unnecessary! Whilst this is an extreme view, a great board needs a variety of persons. So also at the risk of being controversial dump the “male, pale and stale” and create a multi-character playing field, embracing diversity in the most positive and proactive way you dare.
Finally, before we review my brave new world agenda, come to the meeting prepared, make sure you have acted with professional courtesy and read the papers and framed appropriate questions. Come in the right spirit and with a positive can-do attitude.
Remember Henry Ford's famous quote “If you think you can; or think you can't - you're probably correct”.
And so, to the specifically created New World Board Pack, you will find my new agenda (section 1), which has been created with my disrupter head on, I have split my meeting into 5 parts.
This is of course the standing agenda, there may well be special agenda items submitted to the chair for inclusion on a periodic basis, think carefully where these are added.
For my part I start with the compliance, it usually is the least interesting, so best to get it over with!
Section 2 outlines the meaning behind these 5 crucial parts and why they are necessary in any board meeting.
Then finally, sections 3 – 5 are sample board papers, for you to tailor and amend as necessary to your own board.
Download your copy of the free New World Board Pack here.