Many boards have come to realise that what they had accepted previously were meetings that, for example:
- Were overloaded with more agenda items than the board could possibly deal with properly in the time available. Meetings were a race to get through the agenda, ticking items off as quickly as possible. Consideration of even vital matters was likely to be superficial.
- Contained too many agenda items that hardly justified the board’s time and attention. They drew the board’s energy and attention away from matters which only the board could (and should) deal with. This had a significant opportunity cost. As a client board member queried his colleagues recently: “when the board was doing someone else’s job, who was doing the board’s job?”
- Were structured in a way that the sequence of different items gave no signal to board members preparing for a meeting as to their relative importance. Too often boards were ploughing their way through items of little consequence before they got to the real substance of a meeting.
- Were based on board meeting materials that were inadequately matched to the tasks towhich the board needed to be directed. Even if matters of consequence were on the agenda, the material to support the board’s consideration of those was not up to the task.
It was not as if, pre-COVID, these shortcomings were not apparent to many boards – or at least board members. But they tended to rationalise these shortcomings. Some boards argued, for example, that an overloaded agenda containing much low value content was an unavoidable consequence of increasingly prescriptive legislation and regulation. Others contended that because they were ultimately accountable for organisation wellbeing, they needed to be over every last detail of organisational activity. Even if these assertions were true, it has become apparent that when there is a sense of urgency, not everything a board might deal with is equally important.
The pressure of having to deal with, in many cases, existential crises, and to meet via video conference, has given impetus to change. In the process boards have proven to themselves that there are benefits in the ways they have had to adapt.
As board effectiveness advisors one thing that we could never come to terms with was the number of boards that essentially left board meeting agenda construction to their staff. However, responding to the pandemic has meant staff from the chief executive down have had to concentrate on organisational and client well-being, even survival. There hasn’t been executive time to waste on other than essential board meeting prep. Boards have also been conscious that they needed to pitch in to a greater extent themselves. Overall, this has meant better teamwork between board and management and a shared reluctance to ‘sweat the small stuff.’ It is now more apparent than ever that no governing board can sidestep its ultimately accountability for the way it allocates its attention and uses its time.
Keeping the old adage in mind that ‘you shouldn’t waste a good crisis’ there are several board meeting principles that have been underlined by the way boards have responded to the pandemic. The following stand out:
Board meetings should be:
- focused on the key challenges facing the board and their organisation
- directly relevant to aspects of the board’s role and responsibilities that cannot be delegated
- a productive use of both directors and staff time; and
- an inherently satisfying experience.
So how can these principles be fulfilled? It is in the setup of board meetings, and by the board itself applying a greater sense of intentionality to what each meeting should achieve. Here are four ways this can be done.
1. Prepare an annual agenda
There is an old saying that ‘failing to plan is planning to fail’. Too many boards turn up to their meetings and rather mindlessly deal with much the same agenda as they dealt with last time. Or, with whatever, in the absence of board direction, the chief executive or her team have thought to put in front of them. If that results in many board meetings being little more than a stale repetition of prior executive team meetings it is not the fault of the executive. If board meetings are to be truly board meetings the board needs to own the agenda. The most effective way to do that is to design a board-specific workplan. This can be thought of as a longer term perhaps, annual, agenda. So far as possible in a changing environment, the purpose of an annual agenda is to identify and agree ahead of time the issues and opportunities which the board needs to get its collective head around and provide direction on. These topics are then scheduled into a forward meeting program in a sequence that makes sense and is realistic about what the board can give proper attention to.
This is a very salutary exercise for most boards. It forces them to be realistic about what is of greatest importance in terms of organisational stewardship and about what they can attend to in a realistic timeframe.
2. For each meeting ensure that ‘first things are first’
The most productive time in a board meeting is closer to the start than the end of the meeting. Traditionally, though, many boards have front loaded their agendas with all sorts of administrivia and reports that direct their attention to where they have come from rather than where they are going. A board can only influence what has not yet happened. Future facing topics and others identified in the annual agenda planning process must occupy not only the early stages of the meeting but also the greater proportion of it.
As a result of their COVID experience, and the demands of virtual meetings, most boards now have a greater sense of what is really important for them to deal with, what can wait, what can be dealt with outside of a board meeting context, what can be delegated and what can be dispensed with entirely. They have unwittingly discovered the truth of the comment that Robert Greenleaf made over 40 years ago that to be effective boards must practice the ‘art of systematic neglect’. (1)
3. Conduct one last check; confirm the agenda on the day
Notwithstanding the effort the board has put into developing an annual agenda nor the leadership the chair has provided in setting out the agenda for the current meeting, that agenda and the papers supporting it are probably at least a week old. The concept that a board needs to be ‘agile’, now virtually a cliché, is nevertheless true. It means that before the meeting gets underway the board should confirm both the content and the sequence of items on the pre-circulated agenda. The question should be: ‘Does this really represent the best use of our time today?’ This is a question that is probably best contemplated, at least initially, in ‘board only time’. That, again, is a way for the board to get ownership of its meeting. However, the chief executive should also be given a chance to contribute to this discussion before the plan for the meeting is finalised. As the board’s principal adviser, the chief executive may be aware of imperatives that the board is not.
4. Ensure that meeting materials are fit for purpose
In client board evaluations we invariably hear the refrain from directors about board meeting packs that: ‘we get too much of the wrong stuff.’ This is not the fault of the executive team even though it is an assessment of the results of their effort. It is usually because boards have not thought through and specified the information they really need. Looking to the future they have not specified their criteria for making decisions on the proposals they are expecting. They have not adequately established the criteria by which they will judge past executive and organisational performance.
Nor have they routinely provided feedback to management on the quality and quantity of the board meeting pack. Allowing that the perception of board information needs may change over time, and as both the composition of the board and executive team changes, this should be subject to continuous review. An effective way of doing this is to conduct a brief review of the meeting before it concludes. A central question should be: ‘Did the materials we got for the board meeting enable us to prepare well and get the best result from today’s meeting?’
Boards have learned from their COVID experience that board meeting time is perhaps their most valuable resource and they must put it to best effect. To achieve that, for most of them their ‘preparation game’ has got to improve.
(1) Robert K Greenleaf (1977) Servant Leadership: A Journey into the Nature of Legitimate Power and Greatness. New York, Paulist Press. p.19