Everyone does board meetings slightly differently, so we have tried to bring some best practice in to the ones we are in to make them as useful as possible. It doesn’t mean that anyone else’s is wrong so please don’t take offence! This is a quick primer though on the basics of the way we suggest you do it.
Board meetings can last a long time if you are not careful, and the bulk of the time is just catching everyone up with things that have happened. It is good to get a catch up, but extending the board meeting probably isn’t the best use of everyone’s time.
It’s best to have something to read beforehand so we are all prepared and ‘on the same page’. This also helps to prompt any questions or thoughts before important news is sprung on us. It is also critical if you have people coming to the meeting that aren’t involved day to day (like us!). Therefore we ask people to write down the basic headlines from their perspective in the form of a ‘report’. This is best kept very short (half a page?) and organised in to the following headings:
- Headline (no more than a tweet of 140 characters – what would the newspaper say about your area in a few words?)
- What happened since the last meeting?
- What are you planning on doing before the next meeting?
- What do we need to talk about/make a decision on (if anything)?
We will send out a ‘Call for Papers’ about 4 or 5 days before the meeting to ask everyone to write their brief report, and to upload it to Magic Minutes, our meeting management software. You can either compose it online, or copy and paste something you have prepared elsewhere, or upload a pdf (which can be the accounts, or include graphs etc).
The day before, you can ‘preview’ the meeting. You can not only read everyone else’s reports (if they’ve uploaded them) but also see the outstanding actions from previous meetings. The software records who has read the reports in advance so we know whether we can ‘take it as read’ in the meeting itself.
You can also download a ‘Board Pack’ – which is one long pdf document where the agenda, the minutes from the last meeting, and all the reports are stitched together. We don't suggest printing this out, but it’s handy to have it on your iPad or laptop if you have one. Ideally use it for bedtime reading the night before the meeting.
The meeting is split up in to three main sections – Formalities, Reports and Projects.
This is ‘the boring bit’. There are some things that you have to do as directors, and some others that are just good practice and we try to get through it in 20 minutes or so:
- Those Present and In Attendance (There is a subtle difference here. Only directors can be ‘Present’ – the rest of us are ‘In Attendance’. This is an important distinction to make as only directors can officially take company-level decisions).
- Formalities – we note here that the meeting is ‘quorate’ (i.e. there are enough directors present to hold the meeting, as defined in the articles of the company (and must be a minimum of two, unless there is only one director).
- Apologies – anyone not present
- Agenda – I know it sounds daft, but if the agenda says we have four hours of material to get through and we only have 2 hours spare, then it is better to know that now! We can agree to miss bit out, or to spend more time on some subjects.
- Conflicts of Interest – it is a directors duty to avoid conflicts of interest (sections 175, 176 and 177 of the Companies Act). Normally we just say ‘No conflicts of interest were noted based on the standard agenda’.
- AOB – I know this often done at the end, but this is to highlight new things to discuss that weren’t on the agenda. It should be an exception as anyone with something new should have asked for it to be added to the agenda so we can all be aware.
- Last Minutes – the minutes of the last meeting only really become formal when they have been approved, so we note that here. It is a legal duty in the companies act to keep records of board meetings for 10 years.
- Outstanding actions – there is no point agreeing actions if we never review them and confirm that they have been done. This is the critical bit that we insist on to ‘Get Stuff Done’. All the actions from previous meetings are either reviewed here or in the relevant agenda item - until they are minuted as being Completed. We can add comments against each action to build the story and action owners can add comments on their actions between meetings using Magic Minutes – these comments are then visible in the minute taking program.
- Matters Arising – it is very tempting to branch out in to a wider discussion when reviewing old actions as it reminds everyone about it. Where possible, we need to try to avoid this and leave it for when that subject comes up on the agenda, however sometimes it is inevitable and we have to record it here. Similarly, there may be a ‘follow on’ action from something being reviewed so we include that here as well.
- Decisions Made Since Last Meeting – this may sound odd, but not all decisions are taken in Board Meetings. If this happens, it is important to mop up recent events here and give a brief explanation of the rationale of the decision. It can be very useful in years to come to look back on, and the legal requirement is that all decisions are recorded somehow so this is a catch-all method without needing even more frequent official board meetings.
- Risk Register – it is a duty of directors to demonstrate that they are managing business risk. Note this is different from Health & Safety risk (risk assessments). There is a useful template issued by one of the accounting bodies that we use, and we will help you prepare and review this. This register is often looked after by either the MD or Accounts. It needs to be reviewed regularly though (outside of board meetings) and then reported on in the board meeting.
- Hospitality Log – The Bribery Act 2010 describes what companies need to do, and in it there is a recommendation to keep a log as this is the best form of defence if ever an accusation is made. You should already have implemented a policy and communicated it to staff, along with a ‘minimum’ level above which all business gifts given or received have to be logged. This log is often kept by accounts.
- Policy Review – it is a board’s duty to review the companies policies from time to time. Sometimes they will all be done together once per year, sometimes they are done on a rolling basis a few each month. Don’t forget ‘Policies’ aren’t just what’s in the Employee Handbook, but they could include your supplier payment policy, your returns policy, etc. We have a list of about 50 of them to cross-check against if you need it.
Now we get in to the ‘What’s happened’ bit of the meeting, and this usually lasts at least an hour, if not more. It can be slimmed down very effectively if people write good reports (and read each other’s before the meeting!).
The art in making this section effective is not to ‘read out the report’ (We call it ‘bedtime stories’). Assume everyone has been professional and read it, and you are there to draw attention to the points you feel need discussion. Others are there to question and make sure they understand. This is where a lot of the actions will be created.
The Directors have a duty to ‘Exercise Independent Judgement’ (Section 173) and to exercise reasonable care, skill and diligence (section 174) and can only do this if they are fully aware of what is happening in each area. The agenda will list the reports required, and we usually start with Health & Safety and then Quality. Other areas will probably be some or all of these depending on the company:
- Health, Safety and Environment
- Sales / Marketing
- People / HR
- After Sales / Warranty / Servicing
Often forgotten, but after all the review of the reports, the meeting has probably been going a while and people are getting restless, wanting to go and check emails or get back to the day job. A break could be effective here.
You could argue though that so far all the board has done is to manage the ‘tactical’ stuff. The real ‘Directing’ of a company involves bigger, higher level things. This we might call Strategy.
The defining of a Strategic Plan / Projects and the Vision & Purpose it is there to achieve, are subjects for a different meeting. Once some things have been decided to implement, then this is where they are reviewed.
We use ‘Project Charters’ which are one-page summaries of a project and they include the key things that were going to be done, or milestones, and a review section. These can be circulated as part of the board pack and a report can be submitted in the same way (or you can refer to the review section of the charter).
The aim of the review is partly to hold the project owner to account, but also to offer assistance, insight and appropriate checks and balances if it is running over time or budget, or if the business need has changed.
If the charters/reports are well written then these can be done in 5-10 minutes each and there shouldn’t be more than 3-5 of them. Some companies have several more that are almost dormant which are only referred to once something happens.
As soon as the meeting finishes, Magic Minutes will send out a pdf of the minutes to everyone present, in attendance, or on the list for a copy. It will also send out a separate email for each action that has been agreed to the owner of that action.
If the minutes have been projected in the meeting then you will have already read them – so this is more for your record keeping. The action emails though can be used to manage your To Do list – you can drag and drop the email in to your calendar and book some time out to do it, or you can ‘flag’ the email and it will appear in your task list.
When you have updates on your actions, you can go on to Magic Minutes and change the status or provide a comment which will be date stamped and then it will show up in the next meeting under the review of Outstanding Actions.
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