How a board works

Once your board is established it’s time to decide how your board operates. Consider how often you will meet, what board papers will look like and how you’ll plan the board’s workload.

Board meetings

While the degree of formality may differ between organisations, the general format of a meeting is often very similar whether you are an start-up or an NZX-listed company. Meetings are usually held once a month, although this depends on the issues facing the organisation and may increase or decrease as a result.

If you’re just getting started with a board it’s worth introducing a certain amount of formality right from the beginning such as setting an agenda and recording outcomes. Time is precious and well managed meetings will make sure you get the most from your board.

What makes a good meeting?

A strong culture lies at the heart of conducting an efficient and effective board meeting. This begins with a firm but fair chair and includes respectful and contributing directors. The best meetings are where every member feels comfortable in contributing their views and is respected for those views no matter how divergent they may be. Open debate will help the board make the best decision for the organisation to move forward.

Preparing for a meeting

Be prepared: Because a board often only has a small window of opportunity each month to meet and make important decisions, it is vital that every director turns up well prepared and up-to-date on the issues at hand. Appropriate notice of meeting times, location, agenda, and necessary briefing papers should be given to directors to ensure everyone comes prepared.

The meeting

Agenda: The agenda plays a vital role in guiding and structuring the meeting. It’s important to cover the important issues first (while everyone is still energised) and giving the appropriate amount of time to issues based on their level of importance.

Duration: The length of a meeting will obviously depend on what issues need to be dealt with but on average a meeting can last up to around four-five hours.

Quorum: A company’s constitution will often state that a board meeting must have a quorum in order to proceed. This usually means a simple majority, unless the constitution has its own specific requirements (ie a 75 per cent majority perhaps).

Minutes: The minutes of a meeting are an important part of ensuring good process and accountability and in order to record actions to be taken. They are a valuable tool for boards to refer back to and keep track of progress being made. Minutes need only be brief (not verbatim) and before they are distributed to the board, the chair should have the chance to edit where appropriate to ensure accuracy. Minutes are also valuable in that they can be used to protect directors against accusations of bad practice.

Location: The location of the meeting depends on whether the organisation operates nationwide or is city specific. Some meeting locations are always the same, while some may move around the country. Most often however, the meeting takes place at the headquarters of the organisation.

NB: Many organisations are beginning to use ever improving teleconferencing and videoconferencing technology (often for every second meeting) so as to cut down on the costs of meeting.

How an advisory board operates

Advisory boards are often less formal than a board of directors. But whether your advisory board meets in a formal or casual style the important differentiator is that an advisory board only provides recommendations. It cannot instruct you to take actions. As the business owner, or business’s representative, you must have absolute discretion to accept or disregard any recommendations made by your advisory board. Advisory board members must not be unwittingly exposed to liability as full directors. This should be reflected in terms of engagement and any documentation of meetings. Otherwise, the law could interpret that your advisory board members to be deemed directors.

Each advisory board will adopt a style for meetings that suits. Some will have similar formality to a board of directors while for others meetings are more like workshops that involve collective problem solving and brainstorming.

An advisory board may have a work plan to address how it will achieve its goals over a defined period. A work plan provides focus for the advisory board and helps minimise opportunities for receiving advice outside of the scope of the plan. The work plan should be reviewed on a regular basis to confirm its ongoing relevance.