Jun 13 2006

Board Meetings – Do The Formal Stuff First

I’ve been to a zillion board meetings (ok – let’s guess between 1,000 and 2,000 assuming 10+ / month for the past 12 years.)  While the food is usually lousy (but not always, as I’ve seen a marked improvement since I wrote my Board Meeting Food Is Usually Shit post), I’ve found a more troubling pattern than just bad food.  The official business of a typical board meeting is back end loaded.  Specifically, items such as the ones that follow will come at the end of the meeting.

  1. Approve Minutes From The Last Meeting
  2. Review and Approve Option Grants
  3. Discuss Any Committee Matters (such as Audit, Compensation, Nominating, M&A)
  4. Discuss and Vote On Any Other Matters Requiring a Vote

There will always be some things in the voting category that might require an extended discussion.  While a CEO’s tendency will always be to use the bulk of the board meeting to set these issues up, if you have an engaged and informed board, it’s much more productive to carve out specific time without the setup to discuss the specific issues that require a vote.

The problem with these items coming at the end of the meeting is that there is never enough time allocated to them.  Even the most anally retentive CEOs can’t keep a board on a tight schedule and invariable someone needs to leave early to catch a plane, drops off the phone for another call (or meeting), or people just get impatient and rush through these items.  While they usually don’t require a lot of discussion, they occasionally do and there seems to be a high correlation between “important voting items” and “no time left to talk.”

So – if you are a CEO, do your board (and your company, and yourself) a favor.  Do the formal stuff first and give it the right amount of time and attention.  That way, as the rest of the meeting goes off in an unexpected but highly interesting and relevant tangent, you won’t keep looking at your watch thinking “this is good stuff, but we are going to run out of time.”