How Board Directors Should Prepare for a Board of Directors Meeting

Nicholas J Price

It's in everyone's best interests for the board of directors meeting to be run efficiently and productively. In order for that to happen, directors need to arrive having put much time into preparing for the meeting. Boards should spend the bulk of the meeting on strategic planning. The only way for that to occur is for boards to streamline many of the necessary processes that tend to gobble up valuable meeting time. Board management software is a board's best friend when it comes to efficiency and streamlining board processes, and it provides the strong security that is so vital in today's corporate world as well.

Pre-Meeting Planning for Board Directors

Planning for the next board meeting actually begins shortly after the previous board of directors meeting. This allows plenty of time to develop a new board agenda based on the previous agenda and any emerging issues and follow-up items.

Best practices require agenda preparers to have the agenda, financial reports, CEO summary, committee reports and other materials available for board directors at least a week before the board meeting date. Board directors should actually do their part early on as well. Directors know when the board of directors meeting will take place. They also know that they'll need to spend one or more hours reading materials for the meeting at least a week prior to the meeting. Rather than wait until they receive their board packets, it's wise for board directors to schedule time on their calendars to spend on reading materials for the upcoming board meeting. Having a scheduled time prevents the last-minute rush to skim through board materials. It also gives board directors time to ask clarifying questions about the materials they read so that it cuts down on the time for debate and discussion during board meetings.

Preparing to Make a Presentation at a Board Meeting

At one time or another, nearly every one of us has had to sit through an ill-prepared board presentation. Board directors should put much thought and preparation into their presentations, even if they only need to speak for a brief period.

The general rule of thumb is to put complete details and thorough information into written reports and summaries. Board directors should be reading these and comprehending them on their own time.

Make reports professional looking. Proofread for spelling and grammatical errors. If that's not your forte, have someone else check it for you. Be careful not to use terms and jargon that other board members may not understand. Be aware that board directors may not be familiar with terms that managers use in administration or operations. The same concept applies to technical terms as well.

Assume that board directors have read your whole summary. Trim your oral presentation down to just the highlights. Every piece of data should have meaning for board directors. Focus on the information that the board needs to make decisions. Try to anticipate what questions the board may ask and have ready answers.

Preparing for Committee Presentations

Committee chairs may also be called upon to give a short report of the committee's work. Arrive at every meeting prepared to discuss the latest updates. Take some time to review the recent committee minutes. Keep your notes handy in your board packet.

This is quite easy to do when using a board management software system that allows directors to highlight, annotate and enter notes directly on documents in the board packet. Highlight the most important committee issues and be prepared to give a short update or to answer specific questions on the committee's work.

Pre-Meeting Collaborations With Senior Executives

Many boards find it prudent and helpful to touch base with senior executives before a board of directors meeting. Some board directors make it a practice to reach out to the CEO with a 30-minute phone call or short coffee meeting prior to the board meeting to get a quick update on the challenges and achievements of the company's operations.

Taking this step prepares the board for robust, valuable discussions. It's a practice that assures that the board and managers are properly aligned at the start of the meeting. Most CEOs don't make this a practice, and it's one that board members can begin if they so choose.

Preparing for Board Meetings With the Help of Board Management Software Solutions

Board management software solutions take much of the work out of the pre-planning process. Governance Cloud by Diligent is a suite of fully integrated software solutions that supports every board process.

Diligent Messenger, a secure online messaging application, eliminates worries over pre-meeting board communications getting into the wrong hands. Messenger allows board directors to ask clarifying questions before board meetings and to have that quick, 30-minute pre-meeting with the CEO using a secure platform.

Secure communications also allow board directors to give the agenda preparer early feedback on the agenda, so they can add or reprioritize agenda items for the most productive, efficient meeting.

Governance Cloud provides an online process for D&O self-evaluations. All board directors are responsible for ensuring that the agenda includes action plans that self-evaluations identified to help improve their performance. The fully integrated platform provides a means to bring processes together in a meaningful, secure manner.

Diligent Boards is an online board portal that securely streamlines the processes for creating board handbooks, establishing agendas and creating professional, accurate meeting minutes. Governance Cloud makes all board applications and processes available to board directors in real time, which gives them extra time for preparing their presentations, making notes to prepare for board important discussions and making sure they're prioritizing the most important issues.


Wrapping Up: Some Final Thoughts on Preparing for Board Meetings

Arriving at a board of directors meeting without preparing for it well ahead of time creates a reputational risk for corporations. Don't try to fake your way through it. Your participation, or lack of participation, will soon become evident in the boardroom. At the very least, lack of preparedness is bound to come out during annual board self-evaluations.

Directors who don't prepare well for their board of directors meeting won't be able to fulfill their board duties and responsibilities. This is an issue that hurts the company and themselves. There is a huge emphasis today on developing quality boards. Recruiters are seeking board directors who can offer contributions that create value for shareholders. Many offers come through referrals. Poor board performance is a reflection of your commitment to board service and could cost you the seat on another board.

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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.