Running an effective board meeting is one of the CEO’s key responsibilities. When well-conducted, these meetings are informative, insightful, and impactful, benefiting the organization by harnessing the diverse experiences and perspectives of the board team.
In reality, many CEOs find board meetings burdensome to prepare for—a duty to fulfill, an obstacle to overcome. This often results in tedious meetings that resemble a student reciting their homework while waiting for the bell to ring. It becomes a missed opportunity, an area of growth for many CEOs.
So, how should great board meetings be run?
First, all great things start with a great plan.
Preparation
Scheduling
Schedule all board meetings for the year in advance, giving board members ample time to plan ahead and attend in person. Minimize changes to the board calendar (board calls can be used for urgent, ad-hoc, or committee-based workstreams).
Setting the right agenda
The CEO must determine their primary objectives for the board meeting. The agenda should reflect these priorities.
Avoid turning the meeting into a long laundry list of updates. The CEO’s job is to keep the board continuously informed about the company’s performance and key events, and pre-read materials will catch everyone up on the latest developments. Consider how best to use the board’s time. The right topics should include financial and performance reviews, strategic planning and corporate development, key risks and opportunities, timely commercial matters, and corporate governance.
Each agenda item should have a clear purpose – whether to inform, solicit feedback, or make a decision.
Circulate a draft agenda to board members well in advance, allowing them to provide feedback on topics they wish to discuss, ensuring alignment before finalizing the plan. Do this early enough to give sufficient time to prepare for the meeting.
It is best practice to plan for two executive sessions at the meeting’s conclusion. The first, for the board and CEO, provides an opportunity for open discussion on sensitive matters. The second, for board members only (without the CEO), allows the board to evaluate the company and the CEO’s performance. This session enables the board to fulfill its fiduciary duty and provide the CEO with constructive feedback.
The agenda should include time allocations for each topic, along with scheduled breaks.
Materials
A good meeting requires thorough preparation, including the review of pre-read materials by all board members. It’s good practice to send these materials as early as possible – at least a week in advance is recommended; more if the materials are lengthy and comprehensive.
Beyond the board deck, the pre-read packet may include additional materials that will not be covered during the meeting, such as more detailed financial reports and performance analyses.
The CEO should offer to address any questions board members have while reviewing the materials. As the company grows, the CFO may help handle pre-meeting inquiries. This eliminates the need to use precious in-person meeting time for clarifying questions, allowing for a better focus and cadence in the meeting.
The Meeting
Who should be in the room?
Board meetings typically include all board members, board observers, and the CEO. The CFO should attend throughout, and if the company has a General Counsel, they may also be present. Outside counsel may also join for legal advice. Specific members of the executive team may be invited to present or participate in discussions and should leave as their agenda items conclude.
Running the board meeting
The CEO is the master of ceremonies, setting the tone and pace of the meeting, ensuring the agenda is followed, and keeping within the time allotted.
The best board meetings foster participation. A key responsibility of the CEO is creating a culture of debate and engagement. Instead of viewing the meeting as a rubber stamp or a hurdle, CEOs who run effective board meetings actively seek and embrace feedback, benefiting from the insights of well-prepared and critically thinking board members.
Different agenda topics should be presented by the individual best suited to lead the discussion. This might be an executive (e.g., the CPO presenting key product launches or the CFO discussing the annual budget) or a board director (e.g., the compensation committee chair presenting the annual compensation plan the committee recommended adopting).
After the Meeting
CEO follow up
As with all great meetings, effective board meetings require timely follow-up. The CEO should send the board a brief summary of all agreed decisions and action items, including responsibilities and timelines, to the board. And follow up on those commitments.
Board minutes
Formal board minutes should be distributed after the meeting. In smaller companies, these may be prepared by outside counsel or the General Counsel, while in larger companies, a corporate secretary usually handles this responsibility.
Conclusion
Effective board meetings are not just routine check-ins; they are vital opportunities to align the board and the CEO around the company’s vision and strategic priorities. By focusing on thoughtful preparation, engaging discussions, and timely follow-up, CEOs can transform their board meetings into valuable, productive sessions that drive company growth and success. When done well, these meetings can become one of the CEO’s most powerful tools for leveraging the collective expertise of the board.
If you’re looking to optimize your board’s performance or explore our board member and observer services at Hoola Hoop, please reach out:
Eyal Goldwerger
Empowering CEOs to Master the Boardroom
Hoola Hoop
Hoop-on!
