Signposts to improvement opportunities are many and varied. Try asking yourself some of these questions:
- Does your board spend too much time on things it cannot (or should not) influence?
- Does the board miss out on (or, at best, leave unfinished) conversations that would add real value to the organisation and its stakeholders?
- Would a hard look conclude that the board lacks focus, energy, and leadership?
- Does your management team lack motivation to engage with the board in a meaningful and mutually productive way?
- Is the board losing good people prematurely?
Having to endure long, boring, unproductive board meetings features significantly in the premature departure of both directors and executives, particularly when colleagues seem unconcerned.
Our board of directors is like a bunch of ants running around having meetings on top of a log carried by a turbulent current swiftly down a river. The ants think they are steering the log. [1]
So, why are some boards’ meetings not doing the (governance) business? For one thing, the board may lack a continuous improvement mindset. When asked “why do you do it that way?” the response is often “because we’ve always done it like this”.
Unproductive board meeting habitats may also stem from these boards lacking the people they need—those who can see the problem and are motivated to lift them out of whatever rut they are in.
Another common reason is leaving it to staff to determine both the shape and content of their meetings. This likely results in meetings that draw the board down into administrivia and operational problem solving.
If your board meetings are lacking for these reasons or others, how do you make them more effective and satisfying?
1. Have a fresh look at what the board is working on
A good starting point is to have the board become more intentional about and responsible for deciding on how it will allocate its time and attention. Research with a number of our clients has pointed to between 40 and 60% of board meeting time spent chugging through content that, in retrospect, lacked relative importance. [2]
If a lack of attention to what is really important at the governance level is the problem, the board must take responsibility for sorting that out. [3] It is constitutionally, legally, or contractually obligated to attend to some things whether it likes it or not. However, there is usually some discretion in how it attends to those obligations if current practices are consuming too much of the board’s time and headspace.
An indispensable tool is the board workplan—perhaps better thought of as the board’s annual agenda (or for some other suitable multi-meeting timeframe). This is not a schedule of meetings and other events; that comes later. One of the first things a board should do in a new year is to have an open discussion among directors and senior executives about the matters that require close, thoughtful attention by the board over the forthcoming schedule of meetings. These should reflect the organisation’s operating environment as it is emerging, not as it was—even in the previous year.
The next step is to schedule these in a sensible order over several meetings. Unforeseen demands will arise from time to time, but having a plan to prioritise the most important matters makes far more obvious the opportunity costs and trade-offs that will occur if the board faces potential distractions. If nothing else, ensure your board has a plan to work on the right things.
Another way a board can help itself and the executive team is by insisting that any papers on the meeting agenda refer explicitly to their relevance to progressing the implementation of the strategic plan or a relevant board policy. The board can then be sure it is performing the right job and working on the right stuff.
2. Rethink how often the board should meet, where, when and for how long
What kind of meetings are required to deal properly with these topics? And how often should these meetings occur? Monthly? Or would, for example, a 6-weekly meeting cycle be better? Is a cycle of evenly spaced meetings even needed at all? Would an irregular pattern better suit the seasonality and cadence of the organisation’s business and/or the kind of periodic out-of-work obligations facing some directors (school holidays, for example, for younger directors with school-aged children)?
Must the board really try and deal with a mix of all aspects of its responsibilities at each meeting? Perhaps it could categorise its responsibilities and have separate meetings focused on, for example, strategic thinking, decision making, financial condition, or compliance monitoring.
Must all meetings be allocated the same amount of time? For example, would it work better to have shorter ‘sprint’ style meetings via video for specific decisions or monitoring purposes, and longer workshop-style, in-person meetings to explore issues of strategic significance? Video meeting technology means some board meetings can be held without everyone needing to be in the same room or even on the same side of the world.
Board members and support staff will always prefer a predictable board meeting schedule but pressures on organisations and their boards are unpredictable, so out-of-cycle meetings are inevitable. Why not expect, plan (and manage) for this?
Also ensure that your board appoints new members with the expectation that the meeting schedule will change as workload and other circumstances dictates. Nothing is worse for quality decision making and thorough performance monitoring than overloaded agendas and bloated board meeting packs. For good reason, organisation constitutions often prescribe a minimum number of meetings a board should hold during a year, but never a maximum.
3. Make the best of each board meeting
A board meeting may be structured in a range of ways. The content and likely sequence is usually reflected in the agenda. Some refer to the agenda as a plan for the meeting, but a frequent problem is that the plan (agenda order) is almost always front-loaded with a plethora of items like minutes to approve, committee reports, finance reports, executive operational reports, etc.
Mostly these deal with things that have already happened and could be ‘taken as read’. But by the time the board winds its way through them, a significant chunk of the meeting time can be used up with very little left for the only thing the board can influence—the future! Towards the end of the meeting when time is running out director attention, concentration and appetite for further discussion has likely waned.
It has become more common for board meeting agendas to be organised by type of paper (for noting, discussion, decision, etc). However, this practice seldom reflects the relative importance of each item, even within each category, and even less likely between categories.
Things which matter most must never be at the mercy of things which matter least. [4]
The waxing/waning pattern of energy/attention flow in a board meeting demands that the board attends to matters according to their relative importance on the day. After a minimum of preliminaries (like declarations of interests, for example) the meeting should tackle the most important topic regardless of the category it has been assigned to. That’s why the first and possibly the most important agenda item might be ‘Confirmation of the agenda’.
We’re pleased, therefore, to see the most capable boards making time at the start of their meetings (or in prior ‘director-only time’) to discuss explicitly what the best use of their time will be on the day, regardless of the sequence in the agenda in the meeting pack. [5] An increasing number of board chairs also send out a brief note with the board pack (or shortly after) highlighting the key things they think the board meeting must accomplish. This practice also greatly benefits board members when deciding how to allocate their meeting preparation time. The better chief executive reports—those that signpost what the executive team need from the board meeting—are also helpful here.
If a meeting runs out of time before it gets to the last (by definition, the least important) item, it is no great loss. The board has by then dealt the items agreed to be the most important. If there is anything left, run a 3Ds’ ruler over them: defer, delegate or ditch.
The only thing that should not be deferred or sacrificed if the meeting is running out of time is a brief reflection on how the meeting went. Did we deal satisfactorily with the things we said were the most important? Did everyone who wanted to, get a chance to express their views and be heard? Did the board pack provide a good starting point for our discussion and deliver the analysis and information we needed to be confident in our choices? What could we do better next time? Do we need to make changes to our annual agenda? Is management clear about action required? And so on.
4. Make the best use of technology
Finally, are you making the best use of technology? Is it a benefit or, in some respects at least, a curse?
Software to support electronic board packs has been available for some years, although the various ‘board portals’ vary greatly in their usability and value-for-money. The best help greatly in designing, managing, and recording board meetings, and are very efficient and secure repositories for the information directors need.
Over time, many organisations have been able to make considerable savings in producing and distributing ‘hard copy’ board packs (e.g. copying and courier costs). With laptops or tablets in front of them, directors can not only access their board papers but can explore links to other sites relevant to the discussion during a meeting.
This high level of electronic connectivity also means that, if more information is needed during a meeting, senior executives can message staff to produce that and circulate it to attendees on the spot. While sometimes necessary, not all board deliberations need to be ‘kicked for touch’ until information can be provided to the next meeting.
It must also be acknowledged that having a device based board meeting is not all roses. Computer and video meeting literacy is assumed, but should it be? Even if all your board members are nominally able to follow the meeting on a laptop or tablet, it is unlikely all are equally confident in its use. Looking at a wide range of boardrooms, some directors obvious struggle to use the software platforms on which their board pack and other critical corporate information is loaded. Group or individual tutoring may be vital for all directors to be able to fully access the information.
We have seen an escalation in the size of board meeting packs. It is so easy now to add material ‘just in case’ but where does this stop? Compounding the problem is where board papers also point directors to even more material on the topic that has been placed in portal ‘resource centres’. While it’s great to have access to additional material it can also be confusing. Just what is ‘must read’ and what is in the ‘just if you are interested’ category? The history of corporate failure too often exposes red flags that were not picked up because they were ‘buried’ deliberately or not in a morass of board materials.
The technology has introduced another vulnerability. When cognitive processing is required, extensive research makes it clear that people cannot multi-task. Attention of the kind required in board work cannot be in two places at once. The chair, in particular, must be conscious that directors will be switching their attention on and off to what is going on in the boardroom—trying to listen and contribute to ongoing discussions while simultaneously searching and reading additional downloaded information from a screen. At times they will be at the meeting but not necessarily in the meeting.
This has significant implications for the quality of decision making. An apparent consensus on something important may later prove to have been superficial at best. Ironically, this means that rather than making board meetings more efficient, they may need to be slowed down to ensure that everyone, both literally and figuratively, is on the same page.
At the very least, open conversation about the ‘cons’ as well as the ‘pros’ of device-based board meetings is needed, with agreement on managing the risks. Many boards have adopted rules or conventions to mitigate the problem of device distraction during meetings relating to smart phones. While it is usually obvious if someone is distracted by their phone, it is far less so when the meeting itself is being conducted on larger devices sitting in full view on the table.
Notes
- David S R Leighton and Donald H Thain (1997) Making Boards Work. Toronto, McGraw-Hill Ryerson.
- For help in conceptualising ‘relative importance’, a useful tool is the so-called Eisenhower matrix.
- Having said that, a lot more attention should be paid to executive education in preparing board papers to ensure these are pitched at the governance dimension of matters under consideration. As well as the issues in this article, a section we might have added on the content and quality of the board pack is almost worth a book on its own—and is a topic for another time.
- A quote attributed to Johann Wolfgang von Goethe.
- There is a risk in this of boards starting to ‘chase fire engines’ for no great reason other than the noise of the siren having caught their attention as they arrived at the meeting.
