How to prepare for a board meeting

What initially seems like a rudimentary process ('just' read your meeting pack), with a little more time and effort, can take you from an average board member to a high-performing board member. And I’m betting that if you’re reading this type of article, you have ambitions to transcend the average board member.

Over the past 15 years, sitting on numerous boards and committees has given me plenty of meeting preparation practice. I’ve made all the rookie mistakes and have left my meeting preparation too late. It’s taken me time to establish a process that works for me and doesn’t leave me scurrying and stressing at the last minute and looking unprepared to my board colleagues (trust me, they can tell). What I do know for sure is that proper planning and preparation prevent poor performance.

What's the best way to prepare for a board meeting?

What's the best way to prepare for a board meeting—beyond a basic reading of the meeting papers in the board pack? To understand this, it’s first worth briefly revisiting the purpose of board meetings. Understanding the purpose of a board meeting helps to understand the purpose of a board.

Let’s work from the macro to the micro to develop a shared understanding of these fundamentals, then we’ll work through to how this translates into the activities that you can undertake as you prepare for each of these meetings.

The purpose of boards and meetings

Put simply, most governance boards exist to provide approval and oversight of an organisation’s activities (focusing on high-level operational and long-term strategic activities) and accountability for the outcomes of those activities. How that’s done looks different in every organisation.

An organisation’s board—which is a collection of its company directors—performs its approval and oversight work through regular meetings (i.e., board meetings), ensuring desirable organisational outcomes are achieved and undesirable outcomes are eliminated or minimised.

Consequently, the outcome being pursued in board meetings is high-quality decisions, including determining the process(es) to ensure the implementation of these high-quality decisions.

The quality of a board’s decision-making relies heavily on the individuals who make up the board; the company directors—both non-executive and executive directors (who we often call board members) and their meeting preparation.

The board members' ability to make high-quality decisions significantly depends on their individual focus and dedication when preparing for each board meeting. It also relies on those meetings being conducted in a way that facilitates the making of high-quality decisions, but that’s a topic for another article.

“… boards will underperform if their members are not fully dedicated to their work and to the organisation… board meeting discussions reflect a level of preparation that was ‘basic’ and ‘not in great depth’… [contrasted against] rich and diverse preparation, where board Members have diligently read the relevant documentation and obtained external information where necessary.”^[1]

Focus and dedication

The quality of group decisions correlates to the focus and dedication of its individual members.

Therefore, when preparing for your board meetings, you must ensure the following:

• You have the necessary and relevant knowledge. Your meeting pack contains the right information for you to confidently make the decision.
• You know what’s expected of you and you’ve received learning in the necessary areas of the business (often through a comprehensive induction). If there is any gap, you must actively seek to close it as quickly as possible.
• You are clear on your role on this board. There is a board charter describing the role of the board and its board members in a way that adds value to the organisation, and you operate in accordance with this.
• You are committed and organised. You have scheduled time into your calendar to prepare for, attend, and follow up your meetings, and you execute that.

How much time do you need to prepare?

Estimates of the hours of preparation time required for each hour of a board meeting range from 1-10 hours but can reach up to 17 hours of preparation.^[2]

Of course, not every item on your agenda needs the same degree of preparation. The larger, more complex the issue, the more preparation time is required.

The best board members go the extra mile in their preparation. What is this extra mile? This is where you will start to appreciate the additional preparation time needed for certain agenda items.

The extra mile: seeking information for high-quality decisions

The extra mile involves seeking the necessary amount of information from a variety of sources required to give you as much insight, understanding, and perspective as possible in your decision.

This list gives you some of the information sources (internal or external, formal or informal) to explore, as needed, for board meeting preparation.

• Internal and formal
  • Management reports (finance, culture, risk, strategy, regulatory, technology, audit/assurance, etc) (internal and external facing)
  • Management updates (e.g. competitors, trends, customer insights, reputation) (internal and external facing) Visiting subsidiaries or local facilities (as a board)
• Internal and informal
  • Conversations with management and/or staff
  • Conversations with fellow board Members
  • Visiting subsidiaries or local facilities (when travelling)
• External and formal
  • Updates, briefings, reports, whitepapers, etc. prepared for the board/organisation by a third-party provider (e.g. subject matter expert)
• External and informal
  • Media outlets (newspaper, online, television)
  • Social media channels
  • Conversations with stakeholders and/or shareholders (as approved by the board)
  • Conversations with relevant connections or experts (as approved by the board)
  • Google alerts
  • Economic updates (general)
  • Podcasts[3]

Given this quantum of information to work through, how can you best get to your meeting fully organised and prepared?

Preparing for your board meeting

Give yourself enough time to read through the board pack and other information sources

Board packs can often be quite large. The size of your pack depends on how often the board meets, the length of the board meeting, the type of organisation, and what items need to be addressed and their complexity.

By way of example, for one of my previous boards that met every other month, the board pack usually ran over 100 pages. The concise, well-structured board pack enabled our meetings to be more productive as we had received most of the required information prior to the board meeting and everyone had adequately prepared.

Ideally, you should receive your board pack at least one week in advance of the meeting (if you don’t, work at getting this implemented). With this expectation, schedule time into your calendar or diary for meeting preparation. With board meeting dates usually scheduled a year in advance, setting up a regular block of prep time will be easy. Pick a time that coincides with your best thinking time (for me it’s mornings), and allows enough time for thorough reading, note-taking, thinking/contemplating, and seeking out and/or requesting additional information prior to the meeting.

My tip: Overestimate the time required for this and work back from there. As a rough rule of thumb, it takes me around one hour to read 100 pages of a board pack. Any additional preparation (e.g. sourcing and digesting informal external information) will need to be added onto this.

Send questions and requests for additional information ahead of the meeting

If you find something in the board pack that you feel requires additional information or clarification for you to make an informed and comfortable decision, send an email to the appropriate person (either the board chair/president or CEO or equivalent) with your query and the type of information or clarification you would like to receive. It’s courteous to follow this process as it avoids questions having to be ‘taken on notice’ and followed up later, and it makes for efficient meetings with prompt decisions.

Seek out additional information from other sources

From your reading of the board pack, your interest in certain matters or areas may have been piqued. In addition to sourcing information from management in this area, explore external and informal information sources as appropriate. This will give you a more rounded perspective and understanding of the matter, and may stimulate further discussion points for you to raise during the board meeting.

Write down questions to ask during the meeting

If you feel that your queries are not burdensome on the responsible person and can enhance everyone’s understanding during the board meeting, make a note of the question(s) you want to ask in your meeting prep notes.

You should of course ask questions during the meeting that come to your mind.

If you’re presenting, ensure you run through exactly what you want to say, what you are trying to achieve, and how you’ll achieve it

This could be anything from presenting a new policy that you want the board to adopt, to facilitating a board discussion on how to handle an identified future strategic issue.

For new board members this process is nerve-wracking, so practice what you want to present and how you will present it. Take a look at this article about developing your boardroom presence to help you prepare and have a captive audience.

Set your intention for the meeting

This is a process worth adopting not just for board meetings but for all of your meetings.

Often, we just show up and go with the flow. This is great if the flow is good, positive, and heading in the right direction. In the boardroom this isn’t always the case, and sometimes our emotions get the better of us. It’s important to get your ‘head in the game’ and set an intention or goal for how you want to behave and/or achieve in the meeting. Having a word or mantra that you can repeat for when you’re starting to get worked-up (e.g., 'Rise above. Stay calm. Be the leader.'), or if your mind is wondering ('Be present.') does wonders.

Show up and be present

Speaking about being present, when you attend your board meeting, be sure to be there 100%.

Bring your whole self to the table. Be on time, remove distractions, engage in the discussions, listen fully, and contribute constructively. It’s your responsibility as a director to discharge your duties effectively, and a good practice to adopt is to take notes during the meeting. This is a simple way to keep you in the moment and concentrate on the meeting.

For a crash course on what not to do in a meeting, check out this list of ten annoying meeting behaviours.

Develop a process and stick with it

The best advice I can give from my experience is to develop your own process and repeat it. Hopefully, this practice will enable you to effectively and efficiently comply with your duties and responsibilities as a company director, follow best-practice behaviours, and be seen as a valuable board member who goes the extra mile.

Once you have that process, stick to it!

By having a structured approach to preparing for your board meetings, you will enter your board meetings feeling calm, well-informed, and ready to have valuable discussions that will enable the board to produce high-quality decisions. You will be seen as a valuable and valued board member by your colleagues, and it will make your board service enjoyable and rewarding.

References

[1] Didier Cossin, High Performance boards: a practical guide to improving and energising your governance (John Wiley & Sons, 2020), p 13.

[2] Ibid 41.

[3] Ibid 47.