BOARDS MEET. In fact, that is pretty much all boards actually do. In the world of boards, meetings are mighty and mightily important. It is strange, therefore, that we spend so little time thinking and talking about what makes for a good meeting. Policy Governance has lots to say about the nature of board authority, which it expresses in the principles of ownership, accountability, board holism, delegation, and the crafting of effective policy-but to what extent does it help us create good meetings?
APPLYING THE PRINCIPALS OF POLICY GOVERNANCE
For answers to this question, we need do no more than apply the principles of Policy Governance and see where they logically take us.
Ownership. From the principle that governance is a function of ownership, it follows that the content and organization of board meetings needs to be driven from the board’s concerns about the operational organization on behalf of owners. The board needs to be responsible for its own meeting agendas and needs to devote some of its meeting time to planning or conducting ownership linkage in order to understand what its owners’ concerns are.
Accountability. From the principle that the board is accountable to owners for everything about the organization, it follows that the board needs an annual agenda that reflects a comprehensive review of the entire organization. There is no issue about the organization that is not a board issue at some level. To keep from drowning, the board needs to confine itself to dealing with issues only at the level it has decided it needs to.
Board Holism. From the principle that the board’s authority is group authority, it follows that rules for the conduct of meetings should be set by policy and that meetings should seek to involve all members of the group.
Delegation. From the principle that any delegation needs to be owneraccountable and effective, it follows that any meeting support roles should be clarified in policy and regularly evaluated.
Crafting Effective Policy. The only remaining aspect of what Policy Governance dictates about meetings is not a matter of principle but a matter of policy architecture: Whatever the board has to say about meeting conduct should be captured in its governance process policies. Any matters not directly addressed by those policies are open to any reasonable interpretation by the chair.
Well and good, you may say, but that still leaves an awful lot of issues to consider-so where else can a board turn for ideas and advice? The answer is lots of places. But let’s start by asking ourselves, what do we say makes a good meeting?
THE MAKINGS OF A GOOD MEETING
For me, a good meeting meets the following criteria.
Substantive Content. Attending a meeting involves a lot of my time and energy. I have to schedule it (and then protect the time!), I usually have to travel to it, and I certainly have to sit through it. If I am going to be doing all of that, I want to feel that the content of the meeting is important. It would be nice to have that importance made clear to me.
Clear Purpose. I want to know what the purpose of each item on our agenda is. Is there a decision to be made? What is that decision? Unless I know that, how can I know if I have enough information to make that decision?
Clear Contribution. I want to know how I can help address the issue at hand. Is my opinion wanted? Would hearing about my relevant experience be useful? Should I roll up my sleeves and “do something”? Perhaps my contribution should be to ask questions.Again, it would be nice to be clear and have that contribution recognized by everyone.
Clear Results. I want to know what we accomplished. Did we succeed in our purpose? What remains to be done? How will we complete any unfinished business?
General Participation. I want to feel part of a team. I see little point in coming together with others to make a decision unless they are going to speak up. If I am going to be listening only to myself, I would rather do it in the comfort of my own home. How can we hone our decisions in the heat of debate if only half of us participate in the discussion?
Learning and Enjoyment. It’s not essential, but it would be nice to learn something new and maybe have a bit of fun along the way. I do get a lot of satisfaction from achieving our purpose, but it helps me keep going and do my best work when I feel that I am growing and having fun in the process. They say that “all work and no play makes Jack a dull boy”; I might add that “all work and no learning” makes him pretty dim, too.
A Fair and Timely Process. I want to know the rules of the game, and I want them to be fair. I would also like the meetings to start and finish on time. Finally, I would like the time we spend on things to bear some relation to their importance. I do not want to be discussing a hugely important issue in the dying moments of a meeting when half the board has physically left the room and the remainder have mentally followed them.
Are your demands similar to mine? How do they differ? Once you are clear about the kinds of meetings you would like to see, the problem is, of course, that you have to deal with everyone else to get what you want. None of us can change the mores and culture of a whole group on our own-ultimately we need consensus. However, that does not detract from the fact that someone has to get the ball rolling.
GETTING THE BALL ROLLING
The obvious person to pin all this on is the chair. As the person with the authority to make “any reasonable interpretation” of the board’s governance process policies, the chair is accountable for all aspects of meeting conduct not specifically set out in those policies. But chairs, as we all know, vary in their ability and willingness to be proactive. One fine day, the importance of the role of the chair as meeting conductor will be so widely appreciated that specific “chair training” will be considered essential; in the meantime, many boards suffer from ill-equipped leadership in terms of developing their governance process.
So it’s often up to ordinary board members to make suggestions for improving meetings. And there is no escaping the fact that ultimately, as board members, each of us must take individual responsibility for how things go. We can’t just say “what a shame our chair isn’t up to it” or “what a shame my colleagues aren’t playing ball”; we have to take action.
Here are some ideas that might help.
Establishing the Importance of Content. Suggest that the board set aside a couple of hours to talk about meeting content. Ask board members what they would like to be discussing. Make this as freewheeling as possible. If any members are feeling that Policy Governance is preventing them from discussing things they would really like to talk about, this is a good opportunity for them to air those subjects.
Then thoroughly review the list in the context of all of the board’s relevant existing policies, and assign issues to three categories:
1. Issues we have already said enough about in policy and do not wish to discuss further for now.
2. Issues that we are not sure we have said enough about or have said the right things about and wish to discuss further.
3. Issues that we have said enough about but remain interested in as a matter of general board education.
Place discussion of the items in categories 2 and 3 on the board’s annual calendar. Also propose that at the start of the meeting, the board chair or the board as a whole have a brief word on each agenda item regarding the item’s importance.
Clarifying Purpose. Suggest that the proposer of each item be asked to identify the purpose of the item for the chair to include on the written agenda. Typical purposes are “for decision,” “for monitoring,” or “for information.” The proposer can also be asked to provide further detail in terms of the nature of the decision and what information is available or can be provided to help make that decision.
Suggest that when a board member simply wants a discussion but is unclear as to whether a decision will need to bemade, it be placed on the “for decision” part of the agenda as a “discussion only” item. If a decision item does then arise from the discussion, it can be handled as a new item at that meeting or a subsequent meeting, depending on the board’s willingness and the availability of suitable decision information and time.
Clarifying Contributions. Board members need to understand that their main contribution to the board is enriching the board‘s decision making with their interpretation of the best interests of the ownership as a whole. Their individual “day job” expertise is helpful only inasmuch as it can be used to enhance the expertise of the board as a whole in fulfilling owners’ best interests. Undertaking specific tasks is helpful to the board (as opposed to the CEO) only inasmuch as it helps the board meet its unique commitments to ownership linkage, developing written policy, assuring performance against policy, and anything else the board has specifically taken on.
Driving home the importance of the individual board members’ contribution in Policy Governance is challenging, primarily because it is less tangible than many other sorts of contributions. One way of making the message clear is to have the board experiment with different interpretations of ownership (from the possible to the ludicrous) and then developing ends from there. Board members will soon see that there is nothing more important to the organization than the board’s interpretation of who the owners are and what they want. For example, even in membership associations, deciding that your owners are current members or deciding your owners are current and potential members can make an enormous difference to ends.
Clarifying Results. How about making the role of the minute taker or recorder a bit more vocal? A really good discipline (and one I definitely need to improve on myself) is to ask the minute taker at the end of each item to read back what has been recorded. This helps the board clarify what it has accomplished in relation to its purpose and to make sure it plans how it is going to deal with any aspect not covered.
Having a meeting monitor and also an annual board self-evaluation helps the board clarify the extent to which it is achieving the results it has specified for itself in its policies. Relating annual board self-evaluations directly to the board’s job description policy can help make the process clear and simple. For example, have the board members rank themselves on a scale of 1 to 10 on each item-ownership linkage, producing written policy, assurance of performance, and any other board responsibilities identified. Even though using the job description should provide a pretty good overview, be sure to also encourage board members to review and comment on the board’s has its perpetual calendar in operation, there should be no problem identifymg the major discussions that compliance with other governance process and board-management relationship policies.
THE IMPORTANCE OF PARTICIPATION
The formal board process does not usually require that every board member be an active participant. For many boards, most decisions formally require only a proposer, a seconder, and a majority vote. However, most board members would agree that important decisions are likely to be stronger with the full participation of all board members, and the Policy Governance principle of board holism would suggest that silent board members potentially weaken the board’s owner voice.
Again, in the absence of any board policy to the contrary, responsibility for the board’s process falls to the chair, but not every chair is a born facilitator and not every board can afford to bring in professional facilitation skills from elsewhere.
One idea is to suggest that individual board members who might have some interest in and propensity for group facilitation be asked to specifically design a group process for a particular issue or issues. If the board come up each year: ends review, ownership linkage planning, and board education. Even the design of the perpetual calendar itself could benefit from being reviewed through a facilitated discussion.
Another idea is to suggest that the board set aside some time to talk about how important participation is to the proper fulfilment of its role and how best to encourage participation. An alternative might be to ask the chair to have this conversation with each board member individually.
There are endless ideas for group facilitation that can be found in books and journals and on the Internet (some useful links are listed at the end of this article). The Policy Governance Fieldbook in particular has plenty of ideas for stimulating participation in the context of the life of a Policy Governance board.
STIMULATING LEARNING AND ENJOYMENT
A board that consciously sets about stimulating the learning and enjoyment of its members will certainly encourage participation in the board’s process and will also enrich the dialogue itself. Going further, board members who are learning and enjoying their work overall are more likely to be able to sustain their energy and commitment through the tough timesgovernance can’t be fun and fascination all the time! Indeed, always remember that everything the board does must be done in the best interests of owners, and an unhappy board, far from doing a bad job, may in fact be wrestling quite rightly with painful and difficult issues on the owners’ behalf.
I suggest taking the time to ask the board members what they want to learn more about in the coming year. My experience is that asking this sort of question often meets with blank stares at first. We are all so accustomed to board work being circumscribed with formality and tradition and the agenda being fed to us that it’s as if we have lost the ability to think for ourselves. I also often sense the concern that considering our own learning and enjoyment is an invalid use of board time when it may or may not be, depending on the context in which the board considers such matters. Spending time planning a golf tournament as some sort of reward for turning up at meetings seems pretty invalid to me, but spending time considering how to have board members be better motivated and educated on behalf of owners seems like an excellent idea.
Making the Formal Process Timely and Fair This subject takes us into more familiar territory. Every board needs to have some agreement on what constitutes formal agreement and the due process for achieving it. For some boards, formal agreement may be unanimity, and the process involved may resemble handing a “talking stick” around the table until consensus has been achieved. For another board, agreement may be decided by majority vote and the process may consist of a precise sequence of moves and countermoves as set out in Robert’s Rules of Order, Sturges, or some equivalent.
I was struck by the recent appearance of the wonderfully titled Roberta’s Rules of Order, which seeks to set out less formal board process options. This is a great idea-though somewhat controversial, to judge by the Amazon.com book reviews-and some of the advice in it could lead a board into conflict with the Policy Governance principles I set out at the beginning of this article.
My advice would be for any board to tackle the formal decision-making process as follows:
1. Consider the values that, on behalf of your owners, you would wish your process to reflect: opportunity for all to speak, consideration of adequacy of available information, discovery and weighing of alternatives, voting standards, treatment of minority voters, clear recording of process and decision for accountability purposes.
2. Review your bylaws. What do they say about your formal decisionmaking process? Do they reflect your owners’ values? Are they too onerous or insufficiently explicit? whatever process required), and write your governance process policies to reflect the values expressed in them.
3. Amend your bylaws (following whatever process is required), and write your governance process policies to reflect the values expressed in them.
REMEMBER THEY ARE YOUR MEETINGS
“A meeting moves at the speed of the slowest mind in the room. (In other words, all but one participant will be bored, all but one mind underused),” says Dale Dauten (en.thinkexist.com/ quotationdmeetings) , but it need not be so. Clearly, it is the board’s own responsibility to ensure that it does not suffer this fate. The most important step of all for a board that wants to have great meetings is to take control and refuse to settle for less. There are lots of ideas and tools around to help, and even if your chair is not skilled in this area, you can be the one to initiate conversations that will make a difference.
USEFUL WEB SITES
reviewing.co.uk/reviews/ facilitation. htm
USEFUL BOOKS AND ARTICLES
The Policy Governance Fieldbook: Practical Lessons, Tips, and Tools from the Experiences of Real- World Boards, ed. Caroline Oliver (San Francisco: Jossey-Bass, 1999)
“Recent Developments in the Law of Directors’ and Officers’ Liability,” Markus Koehnen, Corporate Bulletin, McMillan Binch LLP, Toronto, June 2004. Available from www.mcmillanbinch.com.
Roberts Rules of Order Newly Revised, ed. Robert M. Henry I11 and others (Cambridge, Mass.: Da Capo Press, 2004)
Roberta's Rules of Order: Sail Through Meetings for Stellar Results Without the Gavel, Alice Collier Cochran (San Francisco: Jossey-Bass, 2004)
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