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Evaluating Board Meetings

Jun 26, 2022

This is the last in a series of four Savvy Director articles dealing with various aspects of board and director evaluation. The first two articles in the series, “From Compliance to Improvement” and “From Evaluation to Action,” explored the board evaluation process, and the third, “Evaluating the Individual Director,” dealt with director self-assessments and peer evaluations.

When it comes to the board of directors, board meetings are where pretty much everything that matters gets done – ideas are expressed, discussions take place, and decisions get made.

It stands to reason that evaluating board meetings is an important factor in monitoring the board’s effectiveness. For the most part, there’s a high correlation between productive board meetings and board performance. A well-run board meeting may not be a guarantee of board effectiveness, but it’s a strong indication.

Getting a handle on how directors view their board meetings is one important way of building board effectiveness. And fortunately, it’s not that difficult to do.

 

How to Evaluate Board Meetings

The board has a few options to choose from when it comes to evaluating board meetings: they can incorporate meeting assessments into their annual board evaluation, they can make time for an assessment discussion at the end of the meeting, or they can conduct post-meeting assessments on an ongoing basis.

Incorporating Meeting Assessment into the Annual Board Evaluation

The most obvious method of evaluating board meetings is to make it a part of the annual board evaluation. In fact, the effectiveness of board meetings should be part of every board evaluation, whatever method is used. Ratings of meeting effectiveness can be incorporated into questionnaires or specific questions can be included in one-on-one interviews.

Having a third party observe a board meeting as part of an evaluation is another possibility. The third party receives the same materials that directors receive and attends the meeting as an observer. A virtual meeting format makes it easy for directors to forget the observer’s presence – all they have to do is keep their camera turned off.

The observer may make a few comments at the end of the meeting, but their most important feedback is usually incorporated into their evaluation report to the board.

Self-Assessment During the Meeting

Meeting assessments do not always have to be a formal, structured, time-consuming process. Instead, a board might consider setting aside a few minutes at the end of a board meeting for directors to complete a short questionnaire or to hold an informal discussion about how the meeting went.

For instance, one way of holding a quick, informal assessment at the end of the meeting is to hand each director two sticky notes for a quick “Plus/Delta” – an exercise where each person answers two questions: a Plus question (What worked well in this meeting?) and a Delta question (What should we change for the next meeting?) These action-oriented questions can yield quick wins that are easily implemented.

Post-Meeting Assessments

Quick and simple post-meeting assessments allow boards to track their progress between annual evaluations. We’re all accustomed to being asked for instant feedback on our purchases, so why not transfer that into the boardroom?

This can be a simple process to undertake. Directors are sent a brief online survey following each board meeting where they are asked for their feedback on the meeting that just happened. The key is to make meeting assessments so brief and to-the-point that they take only a few minutes to complete. If a survey following every board meeting still seems too onerous, then cut back to every second or third meeting instead.

Responses can be invaluable for fine-tuning the workings of the board on a meeting-to-meeting basis and can also be extremely helpful when onboarding new board members. Why wait a year to discover that there’s an issue that could be easily fixed or a simple way to improve meeting effectiveness?

 

What to Assess

Board meeting evaluations generally focus on a few key areas:

Meeting agendas. Almost all boards have an opportunity to re-align the meeting agenda to ensure governance focus. Too often, agendas are repetitive and filled with items unrelated to governance. Feedback can be used to inform the structure of the next agenda, or you might conclude that agendas need to be more concise

Every board meeting has some routine items, but it’s important to leave time to focus on the most productive areas such as planning and strategizing. A meeting evaluation may highlight the need to keep routine items to a minimum, or to use a consent agenda, as well as changing the order of the agenda to place the highest priority items at the start.

Board material. Directors need the right information to understand the topics that will be discussed and decided on. Board material should be simple to understand, with key information presented in an easily digestible format, and should arrive in time for directors to adequately prepare. Creating effective board material is a skill, and obtaining feedback from directors on what they found useful and what was unnecessary is helpful to those who prepare it.

Meeting leadership. Well run, effective meetings depend on the board chair’s leadership ability. Weak meeting facilitation skills can permit the board to stray from its focus, resulting in drawn out meetings that test the board’s patience and fail to support robust decision-making. But if the board chair can hone their performance after every meeting based on ongoing feedback, they might see significant progress over time.

A skilled board chair engages all directors and encourages dissenting opinions while monitoring the discussions to maintain a tone of collegiality. The meeting evaluation should incorporate an assessment of the board chair’s ability to understand governance, encourage discussion, manage time, and make and follow up on decisions effectively.

Board discussions. It’s common in a board meeting evaluation to assess what the board discusses; define the relevance from a governance perspective; and consider how much time is devoted to each discussion. If the meeting is filled with discussion of operations, then the board is likely struggling with its governance focus.

Many boards find themselves bogged down in operational matters during meetings while strategic matters fall to the backburner. Director feedback should seek out opinions on how relevant the topics under discussion were in terms of governance. If directors feel the items weren’t relevant, it represents an opportunity to keep meetings more focused.

Director engagement. Meeting evaluations can assess director behavior such as attendance, timeliness, preparation, and participation. All of these elements can affect how well the board’s time is utilized as well as the quality of decision-making.

Meeting logistics. From time to time, meeting evaluations should ask how directors feel about the frequency, timing, and location of meetings, in addition to their preference for in-person or virtual meetings. For instance, if the board struggles to get through the agenda time after time, it may be time to add one more board meeting to the calendar.

Board tools. The tools the board uses to communicate, present, and facilitate discussions - both in-person and virtually - are vital for effective meetings. Poor technology, or even a lack of simple tools, can seriously hobble the board’s ability to communicate, understand, and make decisions.

Your board should assess how effective its meeting tools are. Simple tweaks might vastly improve the delivery of pre-meeting material as well as the effectiveness of the meetings themselves. While these factors are of less significance than the human element, anything that improves the meeting experience, no matter how marginal, can help.

 

Sample Questions

If you decide to evaluate your meetings using a questionnaire, you’ll find many examples available online, such as this Board Meeting Effectiveness Assessment from BoardSource. These are generic by design – don’t hesitate to customize your questionnaire for your own board. For instance, consider providing space for directors to identify the top areas where they believe the board should focus its improvement efforts.

Following are sample questions that you might consider using to customize your questionnaire. (Ask directors to give a rating for each statement.)

For a specific board meeting:

  • We focused on the most important matters during this meeting.
  • There was sufficient time dedicated to each agenda item.
  • We achieved a good balance between challenging and supporting the management team.
  • The meeting agenda and background materials were provided with enough time to prepare for the meeting.
  • The agenda was clear and realistic for the allotted meeting time.
  • Reports were clear and focused on important information.
  • There was sufficient time for discussion.
  • I was satisfied with my opportunity to participate in discussions.
  • I feel a diversity of opinions was expressed.
  • All participants appeared to be prepared for the meeting.
  • Next steps were identified and responsibilities assigned.
  • I was satisfied with how the meeting was facilitated.
  • I was satisfied with what the board accomplished.
  • The board material provided me with what I need to participate in discussions.
  • Directors had thoroughly read and researched the board material.

For board meetings in general:

  • I am satisfied with the board’s overall meeting performance.
  • The frequency and duration of board meetings are appropriate.
  • The information the board receives allows directors to understand the issues so they can ask good questions and make informed judgments.
  • I am satisfied with the frequency, content, and outcomes of In Camera meetings.
  • Our meetings demonstrate that the board has full and common understanding of its roles and responsibilities.
  • Our meetings focus on strategy, actions. and goals.
  • Each director participates actively in board meetings.
  • Our meetings are focused on policy-related decisions, not operational details.
  • Our meetings enable the board to support the CEO and management team.

Meeting leadership:

  • The board chair ensures that the board meeting agenda is relevant to directors.
  • The board chair ensures that board meetings are focused, productive, and follow the agenda.
  • The board chair encourages directors to ask questions and express their views.
  • The board chair allocates sufficient time to discuss each item fully.
  • The board chair ensures that the board comes to decisions once items have been discussed.

 

Your takeaways:

  • Evaluating board meetings is an important factor in monitoring the board’s effectiveness.
  • The board can incorporate meeting assessments into their annual board evaluation, make time for an assessment discussion at the end of the meeting, or conduct post-meeting assessments on an ongoing basis.
  • Meeting evaluations focus on key areas such as agendas, material, leadership, discussions, engagement, and tools.
  • Sample questionnaires are available online. These can be customized with questions applicable to your particular board.

 

Resources:

 

Thank you.

Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.

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