The Effective Board

The Effective Board – How to run a good Board Meeting – October 2018

“He’s a great Chairman…” “She’s good at getting everyone to speak up, but somehow still manages to finish the meeting in time…” “He runs a good committee…”

Those are some of the accolades we often hear voiced about the Chairs of boards and committees.

But what is it that they are doing right?  On the other hand, we also hear things like: “He’s not a natural Chairman…”  What is it they are getting wrong?

Chairing a meeting is an art – and a difficult one to boot.  Few receive training, with a presumption that years in an executive role will have led to the natural development of chairing skills.  But it’s actually a serious challenge as it involves herding humans.

In this bulletin, we explore some of the “dos” and “don’ts” for running a good meeting.  Of course, being Chair of the Board is not only about meetings, so our next bulletin in November will focus on another aspect of the job: the relationship with the CEO.

Some of this stuff might seem obvious, but it’s surprising how even the most experienced chairpeople can get into bad habits.  (Apologies for the use of “Chair” by the way. It is indeed a piece of furniture but is also the most convenient neutral form…)

Good practices to consider...

Never underestimate the importance of time management.  Keep an eye on the clock and always aim to finish close to the expected time.  Once directors’ minds start drifting to their planes, trains and automobiles, the quality of debate can plummet.  This means not cramming too much into the agenda with unrealistically short slots.  Items that are less important should always go to the end.  They offer the “slack” – the things that can be squeezed to make up for discussions on the meaty items that might take longer than expected.

Things to avoid...

Treating the agenda timings as a religious duty to be observed come what may.  It’s important to gauge the mood, but also the nature of the discussion.  If the Board or Committee is having a really good debate on something important that has been simmering below the surface for a while, don’t cut it off mid-stream.  If a good point has been raised, don’t let the discussion move on without it being addressed either in the meeting or by agreeing to come back to it when there’s more time.  Good Chairs know when to flex the agenda.

Good practices to consider...

Put the effort in up front on getting the agenda right.  Be selective, choosing what really matters.  Consider the agenda in plenty of time so executives have time to prepare their papers and proposals, and give guidance on what you’re looking for from presenters and papers.  The best company secretaries play a major role in this, but they need the Chair’s input too – and not the day before the meeting.

Things to avoid...

Allowing the backwards-looking operational and performance reporting to take up big chunks of the meeting.   Management can easily drift into “show and tell” but, if it’s business as usual, it might be handled briefly in the CEO’s report.  The things that are going exceptionally well (or badly) and that will have an impact on the strategy should still be given airtime.

Good practices to consider...

Recognise when the discussion is finished and it’s time to move things along.  Either it’s sunk “into the weeds” and needs pulling up, or it’s become circular and going nowhere.  Be prepared to steer the debate deftly to a conclusion.

Things to avoid...

Letting discussions go on and on, drifting around with no new points being raised.  Not everyone needs a turn to contribute – especially if there are a lot of people around the table.

Good practices to consider...

Be prepared to give your views but, like the best things in life, not too soon and not too late.  As Chair, you’re a respected member of the group – often the most respected one – so they will want to hear what you think.  Just not straight away.

Things to avoid...

Unintentionally skewing the debate by weighing in too soon with strong opinions or giving out negative vibes in your body language.  Reserve judgement, really listen and be willing to hear the majority view.  And don’t wait till the summing up to show your cards.  Use your opinion to stoke up the debate and give people a chance to react and counter your arguments too.  Questions work better than pronouncements for this purpose.

Good practices to consider...

Draw out the quieter ones – and draw on specific experience.  How often have we heard, “He doesn’t say much but when he does, boy do people pay attention!” Think about the knowledge and experience of individuals and consider when might be an opportune point to bring them in.  “You’ve seen a lot of environmental issues at Bloggs Plc, haven’t you Jane.  What are your thoughts on our handling of this one?”

Things to avoid...

Putting people on the spot by turning to them unexpectedly with an abrupt request for their opinion.  Picking up on body language is vital.  An overt signal is rarely needed if you glance around to see who is trying to catch your eye, looking eager and even “leaning in”.  Learn to know the ones who would rather sit tight until they have something really important to say.

Good practices to consider...

Keep order.  There are all sorts of bad behaviours that can creep into the boardroom and disrupt meetings: speaking over the top of one another, tuning out and checking emails or dominating discussions to the exclusion of others.  Whatever it is, the Chair’s the best person to rein it in.  Usually the garrulous contributor is only guilty of enthusiasm (although we all know the exceptions).

Things to avoid...

Allowing side conversations to keep going or dominant voices to monopolise the discussion.  Often, it’s best to intervene gently in the meeting itself: “Just a moment, Jim, hold that thought please; Jen hasn’t finished her point”.  Sometimes a quiet word afterwards in private can work better.  But don’t wait till the next annual one-to-one with the offender, which might be months away.  And watch out in particular for the CEO with a tendency to take over – it’s the directors’ meeting, not the executives’.

Good practices to consider...

Welcome presenters as they come into the room and put them at ease with a few warm words.  But make it clear that they are not here to give a presentation – usually just a minute or two of introduction to highlight the main questions is enough.  A reliable board or committee secretary will have made this clear in advance, but it may need you to reinforce the message in the meeting.

Things to avoid...

Allowing the guest to walk in to a wall of silence, with a vague direction to sit somewhere.  And then just inviting them to kick off without giving them a brief recap on what the Board wants to hear about.  And it should be a recap rather than a whole new angle that has just occurred to you and will throw them off kilter.

Good practices to consider...

Look after the “hygiene factors” – is there enough air, light, space and coffee in the room?

Things to avoid...

Getting so engrossed that you forget to call a break.  Energy drops after a while, but usually less so for the Chair because they’re the most absorbed.  So you need to be alert to the signs, allowing time for people to refuel and stretch their legs.

Good practices to consider...

Create a good, constructive atmosphere.  The words you use – and how you say them – will contribute a lot to that atmosphere.  Do the executives wake up on the morning of the Board dreading the day or do they look forward to some challenging but supportive discussion?  To a great extent, that’s up to the Chair.

Things to avoid...

Being antagonistic, aggressive, hectoring or reprimanding.  Try to discourage the NEDs who think their role is to catch the executives out or even, metaphorically speaking, to beat them up.  Don’t forget to balance robust challenge on the issues and problems with praise when things go well.

Good practices to consider...

Use a bit of humour to lighten the mood.  The most productive meetings are the ones people enjoy and find interesting – and, yes, even fun.

Things to avoid...

Turning it into a social occasion with constant “banter”.  The occasional humorous exchange is good, but the serious business shouldn’t be derailed by too light a tone… and a bit of tension can be helpful to a good debate, albeit not for the whole meeting.  The best Chairs strike a carefully poised balance between creative tension and light relief.  It is a bit of a tightrope at times, but maintaining the equilibrium is one of the keys to a good meeting.

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