The Board Of Directors: Board Meetings
The Board Meeting is the primary way that Boards function. This post is about making Board meetings effective and helpful for everyone involved.
A Board cannot be effective if it doesn't get together frequently. Some Boards meet monthly. I like that approach when the Company is young and there are a lot of changes happening frequently. But for most companies, a monthly Board meeting will be overkill.
I'm a particular fan of the twice a quarter Board meeting. The idea is to have one meeting mid quarter and one meeting after the quarter has been completed. A lot of public companies use this format since the Board needs to review the quarterly numbers before they are reported to the public. I think eight meetings a year is a great heartbeat for a Board and this schedule works well for all kinds of companies.
Some Boards only meet once a quarter. I am on a few Boards that meet face to face once a quarter. I generally encourage those Boards to meet over the phone for an update in between the face to face meetings. Those update calls/meetings are less formal than a full Board meeting but they keep the Board engaged in the business and connecting with each other.
Board meetings should be discussions. They should be interactive. They should have some structure. But they should not have too much structure. Some CEOs and Board Chairs make the mistake of driving the Board line by line through the agenda, cutting off meaty discussions in the name of staying on schedule. The purpose of Board meetings are to have these meaty discussions not to get through the agenda on time.
I prefer that the Board get all "official business" out of the way at the start of the meeting so that the meeting doesn't have to get cut short to approve stock options, minutes, or some other important but perfunctory Board resolution.
Once the Board has done that, the discussions can begin. The CEO should tee up the discussions. There should not be too many topics. I think three or four are good. One or two can be tactical items. But most of the discussion items should be strategic and thorny questions that the business must tackle to be succcessful. Good examples are "what is the ideal business model for our company?", "can we be in two businesses at the same time?", "do we need to build, own, and operate our payments system to be successful long term?", and "can we build a sustainable business long term operating solely on Facebook?". Note that all of these are questions.
Board meetings should last two to three hours. I think two hours is too short. But more than three hours of intense discussion will turn most brains to mush. So you can't go on too long either.
There are a few techniques that I've observed over the years that I like a lot. The first is that the Board deck should be sent out three or four days in advance and it should include all the important financial and operational results for the Board to consume in advance of the meeting. It should also tee up the big discussion items so that the Board can start to think about them in advance of the meeting. The Board does not need to go through a line by line review of the financial and operational results in the meeting. But the CEO or Chairman should ask the Board if there are any questions on the numbers and time should be set aside in the event that the Board would like to have a discussion of the operating results.
The second technique I like a lot is when the CEO puts up a list of the three or four things that are "keeping me up at night" at the start of each meeting. This can be a way of teeing up the discussion items for the meeting. Or it can just be a way for the Board to get into the mind of the CEO quickly. The best way that I've seen this done is the "keeping me up at night" slide shows the items that were on the slide the prior meeting and the items that are on the list currently. That shows what things have been "resolved" in the time since the last meeting, those things that have not been resolved, and the new things that have popped up.
Possibly the most important technique I've observed over the years is the executive session at the end of the meeting. This is when the Board meets without the CEO and team in the room and has a discussion of the meeting and what the key takeaways are. The executive session can be five minutes or it can be a half hour. Sometimes there is very little to discuss in executive session. Sometimes there is a lot. After the executive session ends, the CEO should either be invited back to have a debrief on the executive session or the Chairman of the Board should meet with the CEO to debrief on the executive session. This is an opportunity for the Board to provide feedback to the CEO on the business, the team, and performance, and the strategy. Boards should not miss this opportunity to provide feedback and CEOs should demand it of them.
In summary, Board meetings should not be operational reporting sessions with information flowing one way. They should not be for the benefit of the Board. They should be for the benefit of the CEO and the senior team. I've always loved the idea of a "kitchen cabinet" and to me that is what a great Board meeting should feel like. The Board should be a set of experienced, engaged, and helpful advisors and Board meetings should be a place and a time for that group to provide the most help and assitance they can. It is the CEO and Chairman's job to make sure that happens and it happens on a regular basis.
I am not really sure whether i can compare the biological heart beating to the size of the animal to the board meeting and size of the company … but here it is.mice- around 500 beats /minhuman – around 70 beats/minelephant – around 40/minwhales – around 20/minhere is a pictorial rep of the speeds.http://www.thaifocus.com/el…
Thanks for taking a metaphor seriously!
We’ll be waiting awhile to see the Board meeting heart animation move..
Great summary. Too much time can be taken up going through a board pack.I’d add that mobile devices should be banned from the room.Also if you are proposing 8 meet ups a year, how often do you receive KPI information on average?
Alex Ljung of SoundCloud physically collects all mobile devices at the start of the meeting and hands them back at the end
He must have a huge selection of games to play during meetings!
Kind of like car keys at a party. Text responsibly… 😉
I wish I could double-upvote this one.
The most frequent sentence I heard in board meetings is “too much of details here … let us get to the numbers”.But I really really really like your “keeping me up at night” approach.
Numbers are symptoms. You need to discuss the disease
here you go again … you did not use … nail, bang on, attack or smash the disease. Discuss -Very mature.
“Numbers are symptoms. You need to discuss the disease”This is my quote of the day if not the week.
I am glad you like it
Cause and effect. Brilliant!
How much burden does/should this put on the CEO to prepare for these meetings? Could be another post potentially “Preparing for Board Meetings”. What do you think of reporting software such as GeckoBoard, Thinkfuse or others?
A lot. And thats a problem. But you get what you give.Im not a huge fan of being formulaic in the preparation
Would you consider doing a follow-on post on Preparing for the Board Meeting, aimed at the CEO?I’m editing this and adding “Please…”, especially after you said “…and that’s the problem”.Without being formulaic, there must be a lot of advice to be given.
Great! I’m going through this right now. A parallel intent for this is – Reporting to your Investors on progress. I’d like to do it with the least burden on my daily operational focus. I currently feel that I’m having to re-invent the wheel.
Sounds like a perfect opportunity for a CEO guest post.
Yes, but I’d like to hear Fred’s thoughts on that. It’s the flip side of this post.
I would think it wouldn’t really be much additional work. A CEO should be managing, organizing, planning and watching the holistic view.I can see questions/possible concerns naturally coming to light through this process.For myself I’d just have to slowly add to “draft” overview of what’s going on, what decisions I can see needing to be made in the near future, etc. and then 1 1/2 weeks beforehand polish it and clean up anything that’s been resolved or update thoughts that have evolved.I’m sure there’d be a molding/learning process of how you can better prepare, after feeling out what kind of things board members highlight as important.
Fred, thank you SO much for this. This is SUCH great insight for an entrepreneur to have at her fingertips. I especially like the executive session. I’ve always contacted board members individually after meetings to assess the usefulness and impact of meetings on a one-on-one basis. I never thought of formalizing a moment for the board to caucus in my absence. There is real power in encouraging that kind of elevated interaction among the board members and then to come back into the room to capture the essence of what emerged. I am going to implement this! Thank you thank you thank you, Fred.
I like the use of her
In a previous post, you mentioned a preference for the board to have dinner together. Is this in addition to the 2 – 3 hour meeting?By the way, really appreciate the detail you are giving here.
Yes. The night before or the evening after
Oh, interesting. I’m glad @donnawhite:disqus brought that up then.Is that just to break bread together or do you suggest there is “content” to that dinner? If so, what?I mean, for me, I’d feel like if it was the evening after, we could go into more depth on the points we touched on in the actual board meeting. But what do you do if having dinner the night before? My instincts say the discussion would unavoidably cannibalize from the formal meeting. Perhaps I’m just not understanding the fullness of your advise.How would you differentiate between the dinner and the board meeting? Is there any benefit in combining them into one event? If not, what does a successful board dinner entail? And does that answer change based on whether it precedes or follows the board meeting?Thanks very much for clarifying.
At this point, we combine them into one event but we’re still small and have only three members. But breaking bread before diving into business is a great way to connect with each other.
Adding the human touch to our business activities is key.Nothing changes that including technology.15 years ago I would fly across the globe to shake hands and have dinner with a partner. I still do that today.
Arnold, I think that one of the reasons you “get” social and community so well online is that you get it so well offline — or IRL as they say.
Donna…you are overdue for a trip to NYC.New client in LA is imminent so maybe I’ll get out there to see you first.Thanks much for the kind words!
I agree! Maybe I should start giving steep discounts to prospective clients in NYC!Congrats on your new client. Definitely let me know if you will be around!
Thanks to all three of you (@aaronklein:disqus, @awaldstein:disqus, and @donnawhite:disqus) for clarifying.I definitely believe in humanizing interactions as much as possible and this concept definitely supports that mission.Most appreciated.
Is this used primarily to figure out potential talking points, etc., or more for bonding/sharing, etc?
more for bonding. building chemistry.
Our Board dinners have some content and some social. I find I have to work sometimes to keep the content away from having the Board meeting over dinner. But that depends largely on whether the dinner is before or after the meeting. My general preference is to do the meeting after, as if it was one very long executive session.
Digging those shades, Donna. B-)
You made me laugh! Thanks Jim, and “likers.”I NEEDED that!
In a number of companies we did a dinner before and added some members of the team that didn’t usually sit in the board meeting.Seemed to work well.Everyone has the numbers before and the big questions for the meeting.Everyone meets with the executional strategists at the VP level.Then they dig in at the board meeting.And yes…nice shades 😉
Adding value without just providing oversight is the thread here. Really well laid out, profoundly simple and powerful.Makes me want to start a company and get you on my board…
I think having Fred “on board” would make life more enjoyable, along side with feeling more secure that things will have good experienced guidance.
I’ll take engaged discussion and challenging the status quo more than guidance.
Absolutely. I guess I am just assuming that’s apart of the package, hand-in-hand with ‘good’ guidance, though you’re right they are different. I wouldn’t want a board to be telling me what to do, though they should be questioning why I want to do certain things and challenge me based on their own experiences or to deepen their understanding.
Freds already on my “Virtual Board” as a result of his postings here. Who needs a board when you got AVC as a reference library….lol
I did some training the other day (and generally i think it’s a waste of time and i really enjoyed this training) called appreciative inquiry. In essence, it talks about focusing in on what’s working and try to do more of that, harness more of that etc. While they don’t recommend ignoring the negative (the competition, the concerns, where you’ve failed) they don’t focus on it.Alongside the what keeps me up at night, I wonder if it would be useful to have slides on moments of pure excitement — those times when you thought the stars were aligning and talk about the themes and ways that happened to try and harness those learnings….
Both nice ways to take time to reflect and feel positive / joyful feelings, balance out a bit anything excessively stressful that might be going on. 🙂
I worked with a guy who would cross out any questions about “weaknesses to improve over the next X months” in the HR supplied performance review documents prior to distributing them to staff.He took the view that we should build upon our strengths, and hire for our weaknesses.His team maintained the highest morale I’ve ever seen, even when he was whipping them raw – I think because we tend to be good at what we enjoy and enjoy what we’re good at, and as we progress towards mastery our enjoyment grows too.
I love that idea. Not sure it’s easy to implement but it’s very interesting.
Very much against the grain, that’s for sure.
I’ve been hearing about this theme of “playing to your strengths” both in terms of performance management and in self-development. Haven’t looked into it, but there is something appealing about it. In a good-scary way. Isn’t it counter-intuitive? We naturally think we should “fix” what is “wrong” rather than maximize what is right. Sounds like this alternate approach was successful in your environment.You say morale was high, but what about productivity and people’s advancement within the organization? Did people grow into new responsibilities and roles? Or did you just keep hiring to fill in gaps?
It is counter-intuitive, and the HR manager used to have a conniption.It had a positive effect on productivity because it encouraged an honest discussion about strengths and weaknesses (none of that “my biggest weakness is that I’m too much of a perfectionist” rubbish), and therefore allowed the gaps to be filled and eliminated instead of whitewashed.Of course people still had to do things they found unpleasant, or that took them out of their comfort zone, but no time was wasted bashing square pegs into round holes.Anyone who wanted to grow, did (as well as quite a few who didn’t want to), as his managerial style was a combination of mentorship and “enough rope”.Not sure it’s an approach that would work for everyone – this guy was a very successful serial entrepreneur who got his start in advertising – when he inevitably moved on, the company ended up replacing him with 3 people (2 of whom came up through his team).
Great explanation, Cam. Thank you. Your description of the environment created is really enticing. Sounds as though playing to strengths was also combined with truth telling — maybe even created the space for this. Amazing what a difference that makes.BTW, for many years, perfectionism was one of my greatest weaknesses. Honest.
Ha! I don’t doubt you – you’re here after all – though I reckon that’s actually true for maybe 1 in a 100 people who make the claim.
That sounds fantastic. Negativity is such a horrible energy drain.
Right on. Great post.
Now you’re getting to the good stuff. This is the best post you’ve written about board meetings. Your points should be written up on two tablets and hung on conference room walls.
Any stone masons on AVC? I suppose they could be carved out of wood too..
@fakegrimlock limited prints?
Might take him awhile to make them with his smallish hands.
If he can set it up, I could get it carved into plastic at cost….
the best i can do is write them here
Two quick questions:1) What’s the best order to put stuff in the board pack in order to get through the material quickly if there are questions (beyond having page 1 being a table of contents)2) Things you’ve thought have been helpful at a board meeting that weren’t a board pack, or a table?
This series just ROCKS. After the convo last week, I decided to reach out to a family friend who sits on three boards in the area. I asked him to lunch for some informal mentoring. He was very happy to be asked and I am thrilled for the chance to pick his brain.
Ahhhhh, it’s nice to see a plan come together.He was probably thrilled to provide some mentoring.The most powerful dynamic in business is to simply ask a favor.
Great stuff as usual. Any examples of good board decks floating around?
Apologies to all for being off-topic, but I know most of us here are proponents of Net Neutrality, and I thought this was extremely important. I hope you see, sign, and promote this Change.orgpetition related to Net Neutrality.http://www.change.org/petit…
Another good one Fred. One important consideration regarding executive sessions – the read out to the CEO. It is extremely important it take place, as you have pointed out, equally important is that the board should speak as one voice for that read out. Back channel assessments which differ from that which the board has decided should be given to the CEO violates the boardroom dynamic and is very often counter productive to whatever messaging the board has tried to convey.
I was a bit surprised by the executive session without the CEO/entrepreneur. It definitely seems a great idea, but how often is this done?
What if the CEO is also the Chairman, would you still have him leave the room?
Yes. Thats a great reason to separate the roles
In my career, depending on the company, I’ve been Chairman without being CEO… CEO without being Chairman… I’ve also been both… and even neither (board member only). As both Chairman and CEO, I wear each role like a hat and even use that terminology when speaking with board members and execs. I’ll say, “I’m saying this wearing the CEO’s hat” or “I’m concerned about this as Chairman but optimistic as CEO.” If an entrepreneur is going to wear both hats, it is super-important that she be able to separate the roles on-the-fly and be aware of where each role starts, stops, and overlaps to do her own internal conflict resolution.If any entrepreneur is having trouble doing that effectively, they need to separate those roles into two separate people immediately.For me, your advice is clear. The CEO needs to leave the room and that hat is on MY head so I leave (taking the Chairman with him). When the CEO returns to the room, so does the Chairman.Based on @SamSedighian:disqus’s question, let me then suggest that IF a founder is to wear the three hats of “Founder,” “Chairman,” AND “CEO,” that they select someone else on the board to also serve as Vice Chairman. This works really well for these moments in which the separation is an imperative.Fred, you say it best and simplest by stating this is a great reason to separate the roles. My addition is, even if you wear both hats in your organization, keep the roles separated always and never blur those lines. It isn’t as hard as it sounds. Having a Vice Chairman greatly helps. …And if you have trouble doing that, right now is the time to look at breaking those roles out beyond just one person.
But isn’t the CEO usually a member of the board? Is that awkward to ask a board member to leave an executive session of the board?
No because this is how it is done.
We do both. We do what I call Executive Session, which is Board only (including CEO, but no observers or Management). Then we run what I call a Closed Session, where I leave the room. CEOs can make it less awkward by insisting that Boards do this and leaving the room. Non-CEO directors might have one awkward moment the first time they ask for it, but after that, the CEO should expect the session.
I’d add only one thing.The board packet should go out three days before, and any questions or modifications about the specific board packet should be posed the day before.In this way the team has a way to prepare for the discussion.For instance if you want to know why renewals are what they are, or add a discussion point, etc. etc. Pose it and give the team 24hrs to get a response. It helps everyone. It also makes sure everyone reads the packet before the meeting, its a two way street 🙂
great point. i did that last night for a board meeting tuesday morning. it’s only fair to the team.
Hi Fred:Good solid instruction – working effectively with your Board is a skill that needs to be developed like any other. I offered some additional thoughts here: http://www.n2growth.com/blo…
Some questions:Suppose some C-level, not the CEO, or lower manager in the company has a spot that itches he can’t keep from itching so has to scratch it all the time. He can’t help himself.Suppose part of this itch is that he’s convinced that his CEO is doing things wrong. Rarely the itch guy is partly correct but otherwise is misconstruing the situation or just making up information.Suppose this itch guy finds one or more Board members and tries to start communications about his errant CEO. Suppose at least one of the Board members listens to this itch guy.Really this itch guy believes in his heart of hearts that he should be the CEO.If this situation goes on too long, then the CEO can find that his ‘feedback’ from the Board is a long list of questions “Why are you trying to ruin the company?” with no mention of the itch guy or any clear evidence.Then what? What should the individual Board members who have been contacted do? What should the Board do?For a second, related question, suppose in the organization A reports to B reports to C. Then A feeds C a rapidly flowing stream of bad news, nearly always misconstrued or just made up, about B. What should C do? How should the CEO discover and prevent such ‘goal subordination’?I suspect that the US military has a standard answer to such things. What is it?
Being a Director isnt an easy job. Ive been in the position you describe. You must listen to the naysayer. But listening doesnt mean agreeing. When confronted with this situation you must do your homework, dig deep, ask a lot of quesrions of a lot of people, and most of all give the CEO the benefit of the doubt
Thanks. I needed that.I didn’t know you’d been in that situation, but from all I can see, just from human nature, gossip behind a supervisor’s back and going over their head stands to be common.It’s important to maintain the organization’s respect for and loyalty to the CEO, and such a situation could undercut those.My guess at a management process would be, for someone with ideas for how the company could do better, encourage them to write a document. Then management could review the document, and that would end the issue. Since this would be a management process, hopefully the Board would not be involved. Besides the Board is already doing oversight on the CEO.A good document would be on objective ideas, and a bad one would be an attack on a person and essentially insubordination and a seed of mutiny and dangerous.But I’m just guessing.Thanks.
I agree consistency is the key.If you do sporadically people will wonder, is it because bad things are happening?Even if there are bad things happening its better to over-report the bad. Unfortunately most of us are programmed just the opposite. This is an important point brought on by experience. When you have experience you realize that by reporting the bad, you just get it out there and people can internalize it and deal with it. When you try and hide it, people imagine the worst which is much worse than it usually is.
Transparency has great value, the nature and scope of which is often underestimated.
Fred, good post.Too many boards meet too infrequently. It directly, and negatively, affects the range of issues they can address and the depth with which they can debate.Consequently, the organisation suffers.As it is, many board of directors are already under much pressure without adding further to their problems.
The delivery of docs well before any meeting should be a a legal requirement for setting up any Board.
i’m still surprised fred hasn’t broken out iggy pop’s “i’m bored” yet in introducing any of these posts. it’s gotta be the theme song of this series. (i’m bored, i’m chairman of the bored.)
Iggy Pop! Oh hell yeah.
Great points. This is particular I will add:The first is that the Board deck should be sent out three or four days in advance and it should include all the important financial and operational results for the Board to consume in advance of the meeting.I got into the habit early on in business of always requiring any relevant materials in advance of a meeting. If I was going to buy machinery or sign a contract I wanted the pro forma contract in advance to review. I don’t like having to sign or review anything on the spot under pressure. I’m on the condo board for a property. In a year end meeting (my first) they gave out all the financials for the year at the meeting. Everybody in the meeting (primarily Physicians) sat there and looked over all the info nodding their head not having any clue what they were looking at.I raised the point about getting all info in advance of the meeting. So they started doing this, first 1 week in advance (but now it’s moved to a few days before. ) What I saw though (with this “board”) is that nobody took the time to look over the info except for me. In fact the management company (who prepares all the info) had voted themselves a raised of 3% like they had been doing for years I discovered. Knowing this I was also able to push my agenda at the meeting by providing materials for the board to review on the spot for something I wanted a vote on. Nobody was prepared to rebut so the motion passed easily. “Ambush!”So there is no question that getting the info in advance is of value. I’m wondering though how diligent a typical board is with actually taking the time to review the info in advance? I know the answer varies but wonder what the pattern is with this.
You sound like a particularly diligent condo board member but unfortunately condo boards are not vetted on the level of corporate boards… especially corporate boards of public companies or companies with IPO intentions. Fred is talking here about corporate boards for tech companies, not so much condo or HOA boards.My experience with both kinds of boards is that there are worlds of differences in not just the caliber of the people but in the ramifications of complacency on the part of the members. On that I speak of fiduciary duty and exposure to regulators, which is a whole other level of magnitude when it comes to “skin in the game.”Furthermore, the board dynamic is different. With condo boards, I’m sure you’ve seen as I have, that a lot of property management companies don’t realize they serve at the pleasure of their boards as do CEOs. A lot of times, the property management company bosses around their boards ambushing (great word on your part and perfectly fitting) them with long contracts to sign on-the-spot without proper due diligence or consideration of alternatives. I think your rule is a great step of putting them in their place. I think the primary difference is that corporate boards are typically compensated roles (cash, equity, existing roles within an interested party such as VC reps taking board seats so they are accountable to third parties to perform). Most condo boards are made up of volunteers whose key qualification is usually available spare time and a voluntary interest in the state of their community. Most corporate boards are made up of professional members who are filling their role as part of their their primary career role, often as a representative of an outside group or constituency to which they are also accountable.That all being said, you’re right. More condo board members should take their role more seriously and realize that there IS a cost of mismanagement especially where it has impact on HOA dues and quality of life. In that, it seems your condo board is lucky to have you. My experience with property management companies is not a good one. I find many of them to be quite sneaky in their tactics. It is a strange line of business to even go into if you think about it. But I’d sum up in saying again, it is a different kind of board than what Fred is really commenting/advising about.
It had a positive effect on productivity because it encouraged an honest discussion about strengths and weaknesses (none of that “my biggest weakness is that I’m too much of a perfectionist” rubbish), and therefore allowed the gaps to be filled and eliminated instead of whitewashed.http://goo.gl/Lc0j4
You know, these have been great. I have no experience with this topic but have had a lot of insight given via your posts and the comment threads. Thanks for the growth!
Let me give a little different view from the perspective of a CEO.First, everything that Fred says about the formative years of a company are absolutely correct. Fred is perfectly correct as usual.Much depends on how much “nurture” a CEO requires. How experienced the CEO really is and whether he really is a CEO or just a poseur.Nothing wrong w/ learning on the job, right, Barack?Boards exist to make policy, not to run a company. Policy. Policy. Policy.Management exists to execute policy. Board picks the azimuth, management guides the tiller.Boards should focus on a list of annual and quarterly deliverables — Strategic Plan (1, 3, 5 years), Annual Plan, Staffing Plan and the deliverables unique to the then current challenges whatever they might be.Boards exist to serve the interest of the shareholders and not to run the Company. The Board is responsible for hiring, inspiring, motivating and guiding the CEO but not for being the CEO behind the curtains.Boardmembers are typically paid for their service — in addition to the capital gains they will likely reap — and as such should earn their pay. This is why they should have a written Board Charter, written committee (nominations, compensation, regulatory, audit) charters, an ethics policy and other written documentation that is consistent w/ the direction given by the SEC to public companies — even when they are private.Independent director meetings.Boards as a rule are pretty damn lazy about the above and I would put a boot up their collective asses and remind them they are PAID for their service and I would expect them to earn it.Boards should speak w/ a single voice. The poor CEO should not have to deal w/ seven different egos. Boards have to be smart enough to have one Boardmember who is the “go to guy” both from the perspective of wisdom — please, please, please make it someone who has been to the rodeo before — and style.Someone who can coax a great performance out of a CEO. Even if the CEO has pimples.This gray haired eminence should be like a golf coach who can help a damn good golfer become a great golfer not by having seven different guys talking at the same time but by having a single calm, shrewd voice who can make that minute change that is going to mean the difference between a nice high draw and an amateurish slice.Most Boardmembers are not smart enough to be a coach. They are simply not guileful enough to do it right.If I am on your Board, when I am the most concerned, I am the calmest possible because my angst does not make your job easier. I will try to make my calm increase the possibility that you will find the way. I will make you more confident and not add to your burden.I will be your safe harbor in this messy bitch of a storm we have created together and I will help you get out of it. I will do that for you and for me.In general, the Board will overstep their boundaries on a regular basis and a good CEO has to look to Board members to discipline themselves. Someone should speak up and say — hmmm, perhaps we are a bit far flung from the issue of policy.Boards have to follow a very organized approach — board book out 3 days ahead of time and an agenda including the following: minutes, financial, acquisitions, regulatory, litigation, legislation, staffing, banking, cash, capital structure, insurance, benefits, resolutions, parking lot issues, education topic, brainstorming and set the next meeting.Don’t discuss everything only what is needing to be discussed. Takes 3 hours.Go eat. Have a civilized conversation. Get everyone to talk about themselves a bit. Get rid of the freakin’ Crackberrys and have a glass of wine. This goodwill will be cashed in at par on some future date.Dare to be excellent. Excellent.Try to be the nicest guy in the damn world because being a prick does not increase your probability of getting the tough stuff done. A guy will die for a colored piece of ribbon but he will not work for a prick.
Nicely said – especially the bit about being your most calm when things get hairy.Only concern w/ your comment relates to Parking lot issues?
Stuff you did not complete the last time you met but is too important to forget go into the “parking lot” for the next meeting.
Perfect, I sit on one board – small closely held company….I often have these parking lot discussions w/ one of the other member.Thanks again – really enjoy your insights on AVC and this series.
I completely agree.
So well said. “If I am on your Board, when I am the most concerned, I am the calmest possible because my angst does not make your job easier. I will try to make my calm increase the possibility that you will find the way. I will make you more confident and not add to your burden.” Running a company is often stressful – plenty stressful. A board member acting out their own issues helps not at all. Inexperienced people tend to do this a lot. The analogy I like is from the medical world – “bedside manner” matters a lot. You can be the smartest guy in the room but if your bedside manner is bad, your advice will likely make things worse, not better. As a general rule, the more experience someone has, the more wisdom they have and the better coach they can be.
The smartest guy in the room never, ever lets you know he is the smartest guy in the room.
So true. As my co-founder said: “Your whole comment is gold. Pure gold.”
I don’t necessarily want to be the smartest “guy” in the room; I just want to be the one that he or she wants to talk to.
The surest method against scandal is to live it down by perseverance in well doing.
The only thing I can add here is that our Board meetings got 100x better when we stopped doing Powerpoint (see my post called Powerpointless – http://www.onlyonceblog.com…. The advance materials don’t have decks in them for the most part – just short, well written memos to accompany any data or numbers. In a meeting, occasionally we might point to something in the book, but nothing is on the wall. My team doesn’t stand up and broadcast at the Board, we facilitate discussions with the Board.
that was a great blog post. i think i blogged about it when you wrote it. i would encourage everyone to go read it.
As an undergraduate business student, learning more about how the Board of Directors should work is fascinating for me. I have only been to one board meeting, of a moderately small local business, but I have to say I was slightly disappointed. While I was there because I was working with the CEO for the summer, and had obviously come to respect his business sense, I was disturbed that the was only one director asking truly thoughtful questions. After the meeting I talked to the Operations Manager about the individual and she told me that he was an auditor by trade, and so he had practice looking at various businesses and spotting aspects of the business that others might not. This, among other experiences, has made me interested in audit (I am an accounting major), but are there certain backgrounds that tend to make better board members than others and that help drive the thoughtful meeting the CEO needs? While I have been researching how boards work I found an article that explains recent academic research that examines the effectiveness of board members. I found it fascinating that academics could find a way to quantify something like that. In case you’re interested, you can find the article here : http://knowwpcarey.com/arti…
I tend to agree with what you have outlined and would land at a point of 6-8 meetings per year. It needs a caveat or two though. Firstly there is a executive and CEO who are in place and leading the business and secondly that there is nothing really out of the ordinary occurring in the business. However meetings are structured and run they do create pre and post work for the executive. I have been in environments where the monthly meeting cycle drives process of a week to prepare and week to recover leaving only two weeks to drive the business. Adding to Peter points I would say that structuring the agenda into decision and information sections can be useful. The first section is reserved for those matters that need a decision at that meeting in-order for the business to move on; the latter section for debate and discussion. One needs in my opinion to avoid the temptation to conclude that discussion items can be glossed over should time run out! It does however let directors know what is expected of them and sets the scene for directors to prepare. Fewer meetings can be offset by less formal updates between meetings that keep directors up with the play but with a minimal effort required to produce the material. Lastly the true test of the right frequency of meetings is the value added. Too frequent and the material and discussion will be regurgitating old material or worse digging into management functions; too infrequent and much of the meeting will be spent of getting everyone on the same page.
Excellent points here. But how often does a CEO actually give the board a list of items keeping him awake at night? I’ve known many CEOs who’d never let the board see them sweat like that.
every board meeting i’ve attended in the past month. something like 6 or more.
I like the idea of weekly updates, though I think I’d have a hard time knowing what to say. I like to let thoughts percolate. I guess weekly updates would be more a brief overview, which seems like it could be a healthy process for communication/bonding/support.
nothing beats frequent communication for keeping a board in sync with the founder/CEO
Read the post yesterday – support is always important
Excellent. Well said.
I’d suggest that weekly updates to your board will be burdensome when you’re up and running a business. Plus you run the risk of overloading the recipient, or inviting lots or return communication which may bog you down. You may find that collecting high-points weekly for your purposes of organization which would then be edited and included in monthly updates more useful/efficienct. This also helps your recipient not to become numb to too frequent transmissions. YMMV of course.Also, sending out unscheduled communications with exciting achievements or to share something you’re releasing to the press the next day (i.e. “advance copy”) can make your advisors/board feel more connected.
Vision — the dream almost unconstrained by realityStrategy — implements the vision on an annual, 3-year, 5-year basisTactics — the individual steps to accomplish the strategyTo do list — what I do today to implement the tacticsCrawl, walk, run. Win.
This is an MBA level course in the space of a paragraph. Brilliant as always.