Board of Directors; The Agenda
The Agenda. This little one page document sets the tone, pace, and content of your board meeting. It’s fundamental to the success of a board meeting, so you’d think it wouldn’t be as screwed up as often as it is. As Jim Lejeal and I continue our Board of Directors series , we thought we tackle this subject next.
Once you’ve attended a number of board meetings, we expect you’ll reach the conclusion that a good agenda can make a big difference in the quality of a board meeting. The most common mistake is that there isn’t an agenda; the second most common mistake is that when there is an agenda, it’s not followed. We’ve found the latter to be the more pervasive – it’s easy to put together a boilerplate agenda and use the same one meeting after meeting, but the board meeting itself covers a different set of issues and travels down a path that would cause an observer of the meeting to think the agenda and the meeting existed in parallel universes.
A good agenda is one page long, has each topic clearly articulated, and lists the length of time expected for the topic and the person responsible for leading the discussion. There should be no surprises in the board meeting – the agenda should be clear about what is being covered.
We suggest that – as a starting point – you destroy the boilerplate agenda that your law firm gave you and start from scratch. Ask a few of your board members for sample “good agendas” from other boards meetings for boards that they think run well. Use this as a background, but create an agenda that is specific to your board meeting. Create a new agenda for each board meeting – don’t fall in the rut of copying the last meeting’s agenda.
Order the agenda so that the topics that are the most important to address in the meeting are covered first. A common mistake is to save the important topics for the end of the meeting. This is often done to facilitate a closed session of the board to address these topics. However, board members often have time constraints (other meetings, planes to catch) where they have to leave around the time your board meeting is scheduled to end. By putting the important issues last, you run the risk of having half your board leave mid discussion of the company’s pressing issue – or worse – you unneccesarily rush through the issue, raising the risk that the issue at hand isn’t properly vetted or understood by your board.
Circulate the agenda to your board in advance and get feedback that you’re covering topics that you and your board feel ought to be discussed. If your board has a Chairman or a lead director, enlist him to help you with this. A side note to all you frustrated board members out there who feel that management doesn’t cover the pressing issues you’d like to see covered in your board meetings: an agenda circulated in advance of the meeting is your opportunity to schedule the topics you’d like to see addressed.
Assign time blocks to each item that are reasonable allocations of the meeting time. Stick to the time constraints. If your board culture is to involve members of management in the board meeting, review the agenda with your team and discuss the time constraints in advance. It’s frustrating when a discussion on say – Marketing – that is assigned 10 minutes (often 9 minutes more than is necessary) is allowed to consume 45 minutes of your meeting. Schedule breaks and stick to the allocated time.
Don’t simply copy the flow of your board report on your agenda and spend your board meeting talking about what you’ve already delivered to your board in written format. While portions of your report deserve discussion in your meeting, performing a page-flip-read-and-review of your written report is a huge waste of time (and nauseating to your board members that can actually read.) Presumably your board has already thoroughly read your board report (if you don’t think they have, make sure you’ve set the expectation that you expect them to do this) – they don’t need you to re-read it to them in your meeting. Give your board time to ask questions and discuss any issues in each operating area of the business, using the written text as a backdrop.
With respect to the financials, you should ignore what we just said above. A financial review should be performed at every meeting along with a page-flip-read-and-review of the primary financial statements regardless of how well your board has studied the financials in advance of the meeting.
Make sure that you’ve allocated time for your voting issues and identify what these items are in the agenda to ensure you vote on all of them.
Finally, pay attention to the silly little details. Include the time and date for the meeting on the agenda. If you have the potential for board or management team members to call in, including the dial up number (if it’s a toll free number, include a local number for the board members calling in internationally.) Include the contact info for someone at the company that can assist any board member with directions or logistics in case they have difficulty getting to the meeting or dialing in. Include information for meals if you are having them.
When we started this point, we talked about a “good agenda.” Your board agenda doesn’t have to be “great” – “good” is fine. However, a “good” agenda can help you with the ultimate goal – that of a great board meeting.