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I just read a great post about what makes a good board member, from the perspective of the board members themselves. Last year I wrote about how to get feedback from your board, but that is just the last part of a good meeting.
Thinking back on the many board meetings I’ve attended as both a CEO and Non-Exec Director, there are a few characteristics which make for the best meetings.
The context is a technology startup (20 employees) with a board consisting of 4 members (x1 VC representative, x1 angel representative, x1 independent and x1 CEO). Things may be different at larger sizes, although the principles are likely similar.
The board are well informed #
You can’t have a proper discussion if the participants do not have the same level of knowledge.
Part of being a good CEO is providing the board with the relevant briefing notes with sufficient time to read them, typically 48-72 hours before the meeting.
Part of being a good board member is ensuring you have read and digested all the briefing notes in advance. Any specific, factual questions should be asked in advance but comments and discussion of the items should be left for the meeting itself.
That is the minimum you have to do.
I also sent out monthly investor updates which went to the board as well. I often had discussions and chats about certain specific issues with individual board members. The balance is between having the board involved as operational executives (which is too much) and having them so high level they don’t have sufficient context to discuss and make key decisions. Only updating them in advance of the board meeting probably isn’t enough to ensure quality engagement.
The board debate a few key issues #
The majority of the meeting should be taken up by detailed discussion of 2-3 major issues, briefed in advance.
Everyone needs time to consider the materials and apply them to the issues at hand. You want everyone to form an opinion and be able to discuss it in the meeting.
The best decisions happen when everyone if sufficiently informed to have a debate about the issue at hand and be able to effectively advocate for their point of view.
The worst decisions happen when the decision is made by default because some participants are defeated by someone who is simply better prepared.
There is a reason why we have an adversarial system for English jury trials and the UK Parliament – properly argued debate produces the best decisions. The same applies for company boards.
The board meeting is structured #
The agendas I provided were typically structured like this:
- 5-10 minutes for questions on materials provided. This is specifically scoped to the numbers and written status updates.
- 30-45 minutes for 2-3 key areas of focus. Briefing materials would have been provided in advance to provide additional context. I would try and provide a question that we were aiming to answer, so as to ensure we actually made a decision at the end rather than just had a nice chat with no resolution.
- 10-15 minutes for CEO feedback.
- 5-10 minutes for anything unscheduled.
The timings were important because it allowed me to provide guidance on how important an issue was and ensure that we kept on track. They were not 100% strict but did allow me to pull things together when we were drifting off track.
Note that there is no time allocated for status updates or reviewing materials – that is all provided in advance and time is only allowed for questions relating to them. It’s a complete waste of everyone’s time to be using the meeting to listen to status updates.