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Board Meetings – Practice and Protocol Guidelines

Posted by Corplaw on Oct 8, 2015 2:30:25 PM


Board_Meetings__Practice_and_Protocol_GuidelinesPractice and protocols with regard to board meetings can differ considerably from one organisation to another. Yet it is important for all boards and their members to follow basic principles in order to become more efficient and effective. The following general guidelines can be of assistance in running a productive board meeting.

New Board Members

It is very useful for new board members, especially non-executive directors, to receive a briefing from the chairperson or company secretary on the board and its practices. A summary of any on-going matters arising from previous board meetings can also be beneficial to a new member to ensure that they are up to date on such matters when they are tabled at the next board meeting. It is also important to provide the new board member with a copy of the constitution and regulations of the company so that they are aware of their contents.

Setting Meeting Dates

At the last meeting of the year, it is a good idea to set all meeting dates for the upcoming year so that board members can put the dates in their diary and plan around them. Of course ad hoc meetings may arise which will need to be scheduled separately.  If it is not feasible to plan for the year ahead, it is important that adequate notice be provided as far in advance of the meeting as possible.

Agenda and Board Pack

The board members should be provided with an agenda and board pack at the earliest opportunity. Agendas will have set recurring items but it is important to liaise with the chairperson and other board members to establish whether they have any further agenda items to add. Other business may be covered at the end of the meeting but only urgent items should be raised at this point as it does not allow the members time to consider the matters in advance of the meeting. The board pack should include sufficient material on the various agenda items to allow the directors to make informed decisions at the meeting. However, for the board to operate more efficiently, it is also important that the material included in the board pack is relevant and succinct. Board members should ensure that they have reviewed the board packs in detail, requested any further information which they require and prepared their questions in advance of the meeting.

A Good Chairperson

A good chairperson is key to the running of an efficient and effective board meeting. The chairperson should have a deep understanding of the organisation and the board but should remain impartial and objective. Since there are different personalities, opinions and behaviours to consider, the chairperson should be tactful and pragmatic. Disagreeing and challenging each other is good and can offer alternative solutions to problems but the chairperson should ensure that debates do not veer off course or become too heated. It is the role of the chairperson to guide the board members through the agenda and keep them focused on the items at hand. It is important for board members not to interrupt each other and to be constructive with their remarks. All comments and discussions should be directed through the Chairperson and everyone should listen to their fellow board members.

After The Board Meeting

The minutes of the meeting should be drafted as soon as possible following a meeting. Items discussed at board meetings are usually confidential and can be sensitive in nature and so it is also important for board members to appreciate this.  All board members should read any post meeting papers, understand the action points arising from the meeting and attend to same. An annual board evaluation process can also help to improve board conduct and performance, collectively and individually.

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Topics: Corporate Governance, Directors, Compliance, CoSec, Meetings