How to Prepare for a Board Meeting [Tips for CEOs and Board Chairs]

Preparing for a board meeting takes up to months and involves several steps with lots of tasks and details. Even if you’re experienced in planning meetings, it is easy to forget or miss a detail, task, or step, leading to an ineffective meeting. That is why you should use a board meeting preparation checklist to make sure you cover all the elements.

Here are eight elements of pre-meeting preparation that will immediately improve your board meeting outcomes. (Or download our eBook with this list and more!)

1. Start Preparing as Early as Possible

According to OnBoard’s Definitive Guide for Better Board Meetings, efficient board planning begins with a board meeting checklist at the end of the previous board meeting.

 

The corporate secretary and others take notes on items to include in the next meeting’s agenda. After the meeting, the secretary and their team debrief and schedule to-do items, resulting in a “first draft” for the next meeting’s agenda. The executive management team can also hold a “debrief” session a day after the meeting and send agenda notes to the secretary.

 

But that doesn’t mean that you can now sit down and wait for a couple of days before the meeting to send out invitations. With so many things to handle, even if you have a “first draft” after the debrief from your previous meeting, you should start planning months before the meeting.

 

2. Review the Board’s Annualized Calendar 6 to 8 Weeks Before the Next Meeting

The secretary or general counsel’s office will review the annualized board calendar about six to eight weeks before the board meeting. (This is a separate document from the board meeting schedule, a compilation of board and committee meeting dates.) The annualized calendar contains the board’s reoccurring actions and agenda items that are generally scheduled to take place at predetermined times.

The annualized agenda and notes from previous board meetings form the foundations for the meeting agenda. The CEO will have supplementary agenda items. Some companies have a regularly scheduled management meeting to discuss the board agenda and meeting plans. Having this meeting six to eight weeks out provides the Chief Human Resource Officer, the Chief Financial Officer, and others the opportunity to raise possible agenda items that may need full board attention. It also provides sufficient preparation time for the agenda and pre-read documents.

 

3. Approve the Final Meeting Agenda

Once the preliminary agenda is established, it must be shared with the board chair or lead director for comments, additions, or deletions. There should be few if any, exceptions to this rule.

4. Review Board Materials for Consistency Prior to Distribution

This is an internal job and helps to avoid management embarrassment. The general counsel, corporate secretary, or another designee, reads through the management prepared board materials for consistency and typos. Some boards have pre-set guidelines for board reports, such as using a “report format,” which could show a maximum length, standard fonts, etc.

 

5. Prepare the Documents Needed to Discuss Agenda Items Thoroughly

Board materials include the documents needed to discuss agenda items thoroughly, and a “reference section for reports that may not necessarily be addressed in the meeting but provide important context (e.g., an investor relations report, governance hot topics report, environmental scan).

 

Many of the agenda items will have pre-read materials. It is helpful for the board “binder” to include a reference section for these items. Alternatively, a digital board governance solution may have a resource center that will contain all the essential governance documents board members may need to reference.

Items in this section will vary by organization but often include:

 

• Investor relations reports (if not a regular agenda item).

• Environmental scans.

• A summary of “hot” governance topics.

• Management’s current response.

Other items may include future meeting dates, HR initiatives report supplements to division reports, and an insider trading reminder.

 

6. Increase Board Engagement by Sending Materials One Week Before the Meeting

Board members are busy people, and some may serve on multiple boards, so their schedules are almost always full. For them to find the time to prepare well, you should send the meeting materials a week in advance. If you send it a couple of days in advance, they might not find time to look at them, leave alone prepare well.

 

If the meeting materials need a last-minute change or addition, the secretary shouldn’t wait. Instead, they should send in the materials with a blank page to show some missing information.

These preparations and last-minute additions can be handled better by a Board portal because it provides additional flexibility. If the need for a last-minute addition comes after the materials have been sent, the secretary can update them, with the changes being instantly available.

 

7. Know When to Hit the Meeting ‘Eject’ Button

Let’s face it. Some meetings waste everyone’s valuable time, especially when the same goals can be accomplished through email and other communication channels.

Be kind to your board, and keep everyone happy by not scheduling an unnecessary board meeting. Sometimes, it’s better not to meet if there’s:

• No time to prepare

• Another way to communicate and accomplish the same goal

• A sensitive topic or personnel issue is better-handled one-on-one

• A need to solicit numerous individual opinions

8. Prepare an Outline for the Minutes

Preparing for a board meeting doesn’t end with sending meeting materials to the directors. Remember, the goal is to prevent any last-minute rushes and errors, so you also have to be ready to collect the discussions and resolutions reached during the meeting. You can achieve this by preparing an outline for the minutes of a board meeting.