As adequately underscored in my book, How to Get on The Board and Be a Fantastic Director, a good board chairperson sets the tone for the conduct of the board business by addressing two issues:
(i) boardroom practices and conduct,
(ii) boardroom tools and templates.
(i) Boardroom practices and conduct of members
There is no boardroom which is perfect.
But some boards take the inefficiency to another level: suddenly an email pops up from the CEO announcing the upcoming meeting within two days.
You find the agenda and board papers neatly stacked on the table as you take your sit. The chairperson arrives twenty minutes late, blaming the traffic jam for delays. You wait another 20 minutes before the quorum is attained. If the board is not well prepared – before, during and after meeting, it cannot provide effective oversight.
An effective board defines a clear annual schedule of meetings for critical board responsibilities like strategy discussions, performance review of the chief executive officer and financial performance reviews. The annual board schedule of meetings helps inform the respective board meeting agenda. That way, each board meeting has clearly defined outcomes.
When a board has an agenda, it improves the quality of board packs.
One board which I served and noted practices that are very effective, required each board paper to clearly state the purpose and desired actions.
Papers stated for “information only” would not be tabled for discussion by the chairperson unless a member requested for clarification. The chairperson required members to raise their hands during the meeting only if they had taken the time to read all the board packs thoroughly.
Board procedures are often defined in the board charter.
Key issues like the frequency of board meetings and those of committees of the board – quarterly or monthly, the order of speaking or members to ‘speak through the chair’ at board meetings, how to handle motions and voting on resolutions. Must all board members sign-off the resolutions or the secretary and Chairperson signatures suffice?
What exactly are your board practices? Are they adequately defined in the board charter? Have you read them? How does the board enforce issues of confidentiality and security of board papers and discussions? Are members required to sign an oath of secrecy annually or only on appointment?
Now Available on Amazon: 7 tools of an effective board member