When it comes to the efficiency of a board meeting, the board chair can make all the difference. For a board meeting to be effective, the chair needs to contribute to the meeting by challenging management and welcoming other directors to challenge both management and the board chair.
The chair must not lose sight of his or her responsibility to guide the meetings as well as participate in them. And, to be effective, the chair needs to ensure that all directors are prepared.
Lack of preparation is a growing problem. Board members who said underperforming directors are unprepared for meetings climbed to 25% in 2016 from 11% in 2012, according to PwC. And with technical agenda items such as cybersecurity risks, pre-meeting preparation is taking more time in many cases.
Among the many ways the board chair can ensure directors prepare properly for board meetings are:
- Before the meeting, the chair can ask each director: "What are you hoping to achieve from the meeting?"
- At the meeting, the chair also can ask directors if they have read the pre-meeting materials that they have been sent. An early item on the agenda, meanwhile, can be to ask for the record whether everyone has read those materials.
- Ask directors to give written reports before the meeting. They can include two- or three-paragraph summaries at the beginning of their reports. This way, the important points are identified, and the details that other directors may wish to comment on are also visible.
The chair isn't solely responsible for ensuring meetings are effective and efficient, however. Other directors can help the chair by:
- Identifying the chair's favourite topic. Other directors may want to act to make sure the board avoids spending too much attention and time on that topic. This is helpful with chairs who are very technical and who can turn a meeting into a technical debate. (Former finance directors can be the worst, with detailed explanations of debits and credits.)
- When board meetings go off on tangents, the secretary can help restore order by suggesting the topic be worked on outside the meeting and ensuring that the outcome is reported back at the following meeting.
Nigel Davies is a Wales-based accountant who serves as a nonexecutive director for Thomas Carroll Group PLC and as a member of CIMA council. To comment on this article or to suggest an idea for another article, contact Samantha White, an FM magazine senior editor, at Samantha.White@aicpa-cima.com.