A chairperson must remember that their ultimate role is to facilitate robust discussion at a board meeting.
The best image to have in mind is that of the conductor of an orchestra. There is no question that the conductor is a master musician and perhaps even an accomplished composer. He or she cannot however play lead violin while conducting.
The board needs to be guided through the agenda from both a procedural and a substantive perspective. The amount of time spent discussing various agenda items can be the difference between a productive meeting and yet another “talk shop”.
Ensuring that appropriate portions of the discussion are highlighted and specifically captured where required in order to give effect to a resolution or an action item, is the mark of good leadership of the board.
Let’s consider other examples of leading practices in running a board.
Before the Board Meeting
Just as one would not arrive unprepared to a lectern to give a speech, one should not arrive at a board meeting without having given the board pack a cursory glance. Preparation is essential.
A pre-board meeting to address matters outstanding prior to the board meeting ensures that stubborn agenda items do not languish in the action items column meeting after meeting without any accountability.
Adequate preparation also includes ensuring that the structure of the agenda gives effect to the intention of the meeting and that of the business. It is after all the business to which the board of directors owes its fiduciary duty.
On the Day
There is no greater frustration than preparing and arriving at a meeting only to be handed additional documents that need to hastily be perused while the meeting is convened. As such, it is important that there are no late additions to the board pack – this means no surprises and no procedural irregularities. The chairperson will rely on the company or board secretary and be guided on procedural aspects of such inclusions where deemed critical.
The chairperson should ensure that the most prescient matters are fully discussed and resolved as far as possible during the meeting. This sets the tone of accountability that will permeate throughout the business.
Next Actions
The best time to consolidate action items is within 48 hours after the meeting.
Due to a myriad of reasons (excuses) such as travel or busy schedules, the chairperson often will not receive the minutes immediately and then in turn does not call for them soon enough subsequently. A week passes. Then another. And a month. It becomes impossible to recall exactly what was said and what was discussed.
Critically, the action items are not circulated timeously and the thousands of hours of experience and knowledge assembled for a board meeting are wasted by poor administration.
It is critical that draft minutes are available within a day, sent to the chairperson to review so that they can be shared with the directors as soon as possible thereafter, and implemented in the business in good time.
The Conductor
There is a propensity for companies to move the retiring CEO into the role of chairperson. This feels comfortable and gives the impression of continuity. The reason that it often fails as an appointment strategy is that the role of chairperson is completely unlike that of an operational leader. The chairperson has to enable the best ensemble to perform brilliantly without attempting to play any of the instruments. This will ensure better harmony within the orchestra and a grateful audience who will reinvest in the experience.
