Bood on Board is a must-read monthly newsletter that shares governance stories and tips for leaders who want to add more value to their boardroom experience.

Protecting vacation time: Everyone needs time off to spend time with the people they love or doing enjoyable activities that recharge their energy and puts life in perspective. As I write this, I am midway through my vacation in Saskatchewan visiting with family. However, this year I did a poor job of protecting my vacation time. A client project was expedited and I agreed to make it work, thinking it would be fairly manageable. As often happens, it takes more time that expected. My fault, not theirs. I am using this as a lesson to think about how I will adjust my work around my next vacation.

Using a rolling calendar for agenda topics solves a number of problems. 

Does your management team and board members have a good sense of the topics that are scheduled to be presented in your board and committee meetings over the next 12 months? 

Do they notice when the board mandate, key policies, CEO succession framework or risk management program haven’t been reviewed in quite some time?

Boards that deliberately take the time to plan their agendas in advance over an annual or multi-year period have greater insight into how their time will be spent and whether they are covering the topics that are within their responsibility. 

It also gives them an opportunity to discuss as a group whether there are new topics that they should be adding to upcoming agendas, and which topics don’t need their attention right now and could be deferred.

Instead, I often see boards approving mandates that hardwire the review of their mandate or key policies annually or biennially. I understand the goal is to ensure that these topics aren’t forgotten and are added to the agenda. However, the risk is that they are reviewed too often – taking up valuable agenda time – or that they are superficially reviewed just to check the box.

I also see a lack of coordination between board and committee agenda topics, creating duplication, gaps or confusion as to how topics are being covered.

I recommend using a rolling agenda calendar – discussed once a year by the board - that identifies:

This rolling calendar becomes a planning guide to inform which items are expected to be included in the upcoming board and committee meeting agendas.

However, the choices for each agenda should remain flexible. Lower-priority items on the rolling calendar can be deferred when higher priority items emerge.

And that is okay. Better than okay. It means the board is making deliberate and reasoned choices to focus on what is most important.

Do not repeat the pre-read

I once sat in a board meeting and could palpably feel the frustration of a couple of directors. It was a day of strategic discussions. Management, wanting to set the stage for a strategic topic on the agenda, had sent out a detailed presentation a week in advance. The topic had 45 minutes allocated on the agenda. During the meeting, management used the first 35 minutes to walk through the presentation.  

It was a flop.

Management did a good job of preparing the materials and sending them out in advance, allowing sufficient time for the directors to reflect on the information.

What they failed to appreciate is that the directors are responsible for reading the materials. It is not management’s job to read to the board.  

Instead, management should briefly:

The rest of the time should be available for the directors to ask clarifying questions, explore the topic, test management’s views and assumptions, and provide guidance and insight. The conversation can then wrap up with any direction or decision that might be needed for next steps.

Why does management sometimes feel the need to review the full presentation during the meeting?

Let’s face it. At any meeting, there may be one or two directors that are not fully prepared. However, this can be a bit of a chicken-and-egg situation. Which one came first?  Did the directors stop reading the material because they knew management would walk through it in the meeting? Or is management reading the material because directors aren’t coming prepared? 

One never knows. However, when the directors realize that management won’t be reading the material and they will look foolish for asking questions that are clearly covered, the directors will show up better prepared. At least that should be the expectation, rather than wasting the prepared directors’ time reading the deck.

In summary, as a general practice, keep the presentation brief and preserve most of the available time for questions, discussion and decision-making. 

Increase Candor in the Boardroom - Use these practical meeting processes to generate better quality insights and limit groupthink, without increasing conflict.

8 Questions to Evaluate Your Board - After your board meeting, ask these eight questions to score how it went.

Strategic Planning Guide - A five-stage roadmap to sharpen your next planning cycle and ensure that board discussions lead to real decisions and results.

Should the Board Approve This? - A six step filter to guide organizations struggling to distinguish between board-level and management-level decisions.

Giving Back by Supporting Non-Profits: Is your organization improving the world on a tight budget? Each year Puimac Consulting Ltd. provides a number of presentations pro bono. Non-profits with limited budgets can inquire for more information and on availability.

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