A first-time guide to Board Meetings
Board of Directors meetings are a huge investment of time and there is a lot of content on what makes a good board deck. My hope is to discuss some of the tactics around running a good board meeting - outside of the deck.
Pre-Meeting
Board packet - the board packet should include the deck, financials (as part of the deck or separately), the prior meeting board minutes, and any board consents you are expecting to vote on. Note: on the deck, remember you’re no longer pitching your investors so lead with substance and don’t feel the need to be overly optimistic or “sell”.
Reporting - there is a lot of discussion around not using a board meeting for reporting. While I appreciate the intent, the reality is that whether in the board deck or separately, you should prepare to cover the important KPIs / metrics of the business. If there are significant variances to plan, you should call those out directly vs wait for the question to come up. This is simply unavoidable.
Defining the KPIs/goals - with some regularity (when you form the board, when a new member joins, etc.) you should have a discussion about what metrics matter to the business. You want to align the board on the ‘north star’ and what your team will be driving towards. Think high level - not specific numeric goals but rather what defines the strategy of the company. At the highest level, are you prioritizing growth vs. profitability? If so, what level of growth is right? What are the leading indicators that you will track?
When / how to distribute your board packet - when sending the board packet, it’s helpful to give your board at least a day to review and read through it before the meeting (ideally longer and can depend on length of the deck). Some CEOs differ on this but I believe it improves the quality of the board dialogue to give everyone time to fully digest the material. I used the email accompanying the board packet as an opportunity to set the stage for the key discussion topics and give an executive summary before board members started looking through the packet.
1:1 calls with your board - while avoiding a “meeting about the meeting,” I think it is helpful to speak with your board regularly in between meetings. In these calls, maintaining a pulse on what the board sees as important discussion topics is important. It’s also helpful to use this discussion to talk about sensitive matters that may come up in the meeting (compensation changes, financing strategy, talent changes).
Board dinner - I’m a fan of doing a dinner or lunch before the board meeting. I think it’s a great way to help the board build more rapport with each other and to make sure the actual meeting time remains highly focused on the business at hand vs. ‘catching up’. I prefer to do before rather than after the meeting because it is a good ramp into the meeting because often the post-meeting dinner feels less energetic. And as a CEO, while you may feel relief that the meeting is over, there is often some follow up that will keep your mind occupied after adjournment.
During Meeting
Outline what you want to get out of the meeting - Starting the meeting out with a clear agenda is vital. I find it helpful to set up the meeting with a clear purpose: for example, if we achieved X, Y, and Z, this would be a great meeting. You won’t always be trying to gain alignment on something but rather share certain information or conduct an in-depth discussion around an important topic like executive compensation.
Get your executive team involved - Having your executive team join the board meeting is a great opportunity for them to speak to their functions and get greater context for the overall performance of the business. It’s also a good way for the CEO to get objective feedback on the team from board members who have significant board or operating experience.
Take notes - While company counsel will be taking board minutes, I always find it helpful to have someone take notes during the meeting (a co-founder or CFO who will be part of the admin section as well as the full meeting).
Run a clean process on feedback and admin session - it is surprising how many boards don’t have a closed session or run out of time to do the admin items. I suggest if the admin matters are trivial (normal and in-line option grants and board minutes approval), consider doing these at the start of the meeting and once complete, invite the rest of the non-board members into the room. As a matter of good hygiene, I believe the board should always have a closed feedback session without the CEO. Whether there is anything to discuss or not, the reason to always have a feedback session is that by having that session consistently, you avoid the tension if/when the board feels it must have a closed session without the CEO.
Leverage your company counsel to review and give guidance on the admin section. Often there may be non-obvious things that require board consent so it’s good to discuss these with company counsel before determining what require board discussion / consent.
Post Meeting
Follow up - Send around the follow up notes and when relevant schedule any next steps right away. It’s easy to slip back into the day-to-day and so you want to make sure you assign follow up items right away.
1:1 calls with board members - I find that it can be helpful to chat with board members after the meeting to get individual feedback. Often the end of the board meeting can feel rushed (someone has a hard stop or you’re trying to get to the end of a lengthy discussion), so setting up 1:1 calls can be a good way to reset the tempo and get a better understanding of the board’s feedback.
Communication with your team - After the meeting, your team will be wondering what was discussed in the board meeting - it is human nature! You should decide whether you will share the board deck with the team (perhaps walking through key slides at your next all hands) or send a summary via email. In any case, communication after the meeting is important and may provide important context for your team, especially as they work through any follow up resulting from the meeting.
I hope this provides one view into how to prepare and close out a board meeting. Every CEO will approach his/her board with a different style and making your board meeting align with your company and personal values is important.
If you’re getting ready to host your first board meeting and would like a sounding board, don’t hesitate to drop me a line (gautam at m13.co).