Private Company Director

Keys to a Productive Board Meeting

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The proper agenda is a must, but so is self-evaluation and diversity.

There are many factors that can help to determine whether a board meeting has been “productive.” Was an agenda prepared in advance, and were the initiatives on that agenda addressed in a detailed but timely fashion? Was there ample time left for open and honest conversation? Did participants on both sides of the proverbial aisle – board and management – observe the important separation between their respective duties? If the answer to all of these questions is “Yes,” odds are that your board had a successful meeting.

But ultimately, it comes back to your directors. All the processes and protocols can be perfect, but if your directors are not able to effectively execute their responsibilities for guidance and oversight, your meetings will struggle. That’s why Sheila Rege, at the conclusion of a med tech incubator meeting sponsored by Microsoft, was taken aback by an evaluation question all committee members were given, before realizing the efficiency of its direct nature.

“It just said ‘Which director do you think impacted our strategy the most today?’” says Rege, chair for the American College of Radiation Oncology and board member of Physicians Insurance. “The first time, I didn’t think about it while I wrote down a name. After the second meeting, the question led to my thinking, ‘Did I contribute as much as this person I am nominating today? Will others nominate me? Did I contribute in a meaningful way? Can I do more next time?’”  

Inspired by the question, Rege has moved to including a version of the query in the board meetings she chairs, as well as opening up directors’ minds with big hypothetical questions.

“We talk about possibilities for the company. What if we had all this cash? What do we see as this amazing thing we can explore, even if it’s maybe not realistic, but falls within our core strategy? It gives the management team ideas that the board may consider, which is very fulfilling.”

Of course, evaluation isn’t always the board judging itself. Sometimes you need an outside perspective. Meghan Juday, chairman of IDEAL Industries Inc., sought to formalize the board and CEO evaluation processes. To accomplish this, she brought in a third-party vendor who introduced such methods as a yearly written survey and board interviews that supplement the findings. The process results in useful feedback for the board chair, the CEO, the committees and the board itself, with the information being turned into action items that are tracked throughout the year. With her board in the second year of generating this evaluation data, Juday believes it has resulted in tangible improvement.
“We’re getting better. We still have some opportunities,” says Juday. “The thing to remember is that governance excellence is a journey. It’s not like, ‘Oh, once I do these four things, the board will be excellent.’ You have to continue evolving to keep pace.”
Much of the work that goes into having a productive board meeting takes place long before the directors enter the room for the day. In fact, some of that work entails ensuring that certain directors don’t enter the room. When she took over as chair of IDEAL Industries, one of her first moves was to transform the culture and composition of the board. Juday felt it was time for board refreshment. 

“I felt like we had lost some independence,” says Juday. “We needed to have more dialogue, and I realized that even though we had a lot of directors, there wasn’t a lot of curiosity in the room.” 

To achieve the right level of curiosity, Juday embarked on an active effort to make the agenda more spacious, building open items into the schedule and moving several time-consuming initiatives to the committee setting. Implementing a consent agenda also helped reduce the time allotted to more routine matters.

“We probably went from 45 minutes of questions per meeting in years prior to four or five hours of robust dialogue each meeting. And the meetings are so much better.”

Diversity is a must for boards who value fresh perspectives and ideas, so Juday made that a priority when she became IDEAL’s board chair. She brought on two women to her previously all-male board. However, she swiftly realized that it isn’t enough to simply bring in diverse individuals. While one of her new directors adapted quickly, the second was not able to have her thoughts heard.
“I did not realize that you don’t get the benefits of diversity by just putting diverse people in the room. You have to create an inclusive culture,” Juday says. “You have to spend more time drawing out some of your newer directors. I focused more on facilitation, asking certain individuals to speak up first, making sure there is space in the conversation and that everyone is contributing.”  


Directors Record