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Friday, 23 March 2012

The Board Meeting How a Functioning Board Works

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Having recently written about the problems of dysfunctional board meetings it seemed logical to put together an article about what functioning board looks like. Without stating the obvious a functioning board meetings are the opposite of a dysfunctional board.

Lets remind ourselves that a board meeting is about strategy and policy its about looking out and forward. Operational management issues are kept for the management meeting. 

Typically a fully functioning company board will have developed a clear strategy for moving the business forward. Strategic planning will have been evidence based and discussed and agreed. This give the board meeting a common purpose and a framework and context in which to hold discussions.
English: Muhtar A. Kent, Chairman of the Board...
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Attendees come fully prepared for the board meeting. This means that reports on topics of interest or key issues for the business will have been prepared and published in advance of the meeting ideally at least 48 hours before. This allows other board members to review the information prior to the board meeting. The benefit is that the discussions now focus around the issues rather than simply seeking information about the issue.

The board meeting will have a standing agenda, which typically includes a report from the Chief Executive and each functional executive director. Often fully functioning board meetings will have standing agenda issues to be reviewed on a semi annual or annual basis, for example salary policy, marketing plan, budgets, and health and safety. These agenda items support good governance of the business and keep the discussions at strategy level.

Clearly a strategy is nothing without implementation and a functioning company board will exhibit confidence in their management team and delegate implementation to them but with director oversight. 

It is importance that companies use board meetings as an opportunity to get an external view of their business; external advisers or non executive directors are a valuable addition. Their role is to provide knowledge of  the industry or extensive business knowledge that can be used to support or challenge the executive members of the company board. This kind of expertise is extremely valuable especially for owner managed business where there tends to be a shortage of trained management. It does not have to be a formal appointment it needs to be some who you trust and from who you would accept criticism. 

The key to a successful company board meeting is open discussion. This allows all issues to be aired and all proposals properly challenged.  In this environment healthy respect of each members position is vital. Board meetings work best when there is a consensus view of the actions going forward and to do this it requires open discussion.

Another obvious but often overlooked matter is the need for a minute taker at the board meeting who is tasked with publishing the minutes and actions arising from the meeting in good time. Normally less than a week after the meeting.

So to sum up board meetings should be about strategy and not operational matters. They should be open and drive actions for the rest of the business.

Exigent Consulting provides specialist services for High Growth Business Business Turnaround, and Mentoring to the Small and Medium Business. We help business owners improve the profit performance of their business. 

1 comment:

  1. Hi Laurence. Thank you for the link - interesting reading and I agree with the points you make. I work with start up businesses and encourage them to have Board meetings as early as practical in their company's life - however, as you point out, it can be a challenge to get them to put aside the day to day operational stuff in order to focus on the more strategic aspects of running their new business.
    Andy Chapman