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Eight Critical Conversations for a Better Board: Starting with Number Eight

Business Lawyer, COVID-19 | July 15, 2020 | Written by Mark Warkentin

Whether you sit on a profit, non-profit, or government board, all boards have the same challenge: how do we figure out the key role that we play, and how can we do it better?

Boards provide governance to organizations, and there’s a wealth of writing on what constitutes good governance. I submit for your consideration the following list:

1. What is the key mission of this organization?
2. What are the key performance indicators for this organization?
3. How do we evaluate the CEO and executive team?
4. What is our Strategic Plan?
5. Who will be the next CEO and executive team?
6. Who will be the next board members?
7. What skills or knowledge does the board need?
8. How do we tackle all these issues??

Others may have their own topics, and some boards might have particular needs, but this list of critical conversations covers most of what is important for boards to do their governance work. None of these are current-events topics, none are operational. All are at the higher level of governance. All are “important but not urgent” topics.

In this short article I’ll address Number Eight: how does a board even start to organize itself to deal with these critical governance issues. I’ll assume your board meets monthly, or close to it. I’ll also assume it is a governance board managing a CEO and team, as opposed to an operational board with board members doing the operations.

First Order of Business: Control your Agenda, Establish Your Board Calendar

Time is the most precious commodity you have as a board. It’s more important than skill. You have a group of dedicated, smart people meeting together to provide guidance and oversight to your organization. And yet we often waste this time in board meetings by listening to endless “updates” and “FYIs”, dealing with problems of the week, hearing about the same HR problem as last month, discussing challenges but not solutions. Sometimes the CEO is just filling up the agenda because the agenda needs to be filled. And then after spending all this time, there is not even a decision made! While this might feel like important work, it is not. A board is not a talk-shop. The role of the board is governance — providing oversight and accountability to operations. To do this a board needs to get clear on what governance means, it needs to ask clear questions to get needed information, and it needs to spend time talking and thinking about critical issues in order to do the most important thing: make high-level decisions about the overall direction of the organization.

To get out of time-wasting traps, start by looking at your typical board meeting agenda. Re-design it to start with a very few necessary topics to begin the meeting (like adoption of previous minutes). These topics will serve as the “warm-up” to your meeting and get everyone’s head in the game. Then set aside literally half the meeting time for critical governance conversations. You don’t fully know what these are, so just begin with a commitment to block out the time each meeting for this important governance work. Then slot in less important items at the end like updates, and problems of the moment. Don’t save the governance topics for the end: you will be tired, people will be looking at their phones thinking ‘how soon can I leave’, and you will inevitably be behind schedule. Instead we do a quick warm-up then get to the big topics. If you run out of time, at least you will run out of time for the “not important” topics.

Once you have committed as a board to this form of agenda, then you need to look at your entire calendar of meetings throughout the year and ask what critical governance topics you need to deal with at what times. You might need to task this to a committee, who will report back to the board with a proposed calendar.

Whatever method you use, the end result is a 12-month calendar, where in each monthly meeting contains a block of time dedicated to critical governance topics. Some topics such as strategic planning might occur several times because over the course of a year they need several discussions. Other topics like key performance indicators might need a lot of time if you’ve never wrestled them through, but then in the future they take much less time as you move to just getting the reporting and evaluating any needed actions.

The first time you do this calendar planning, I’d suggest it is a plan for the upcoming 12 months no matter where you are in the calendar year. So, if it’s September then your plan is September to September. Then at about the quarter or half-way mark (about 3 to 6 months in), you come back to “board calendar” as a critical topic and ask questions such as:

Is this calendar working? Do we need any changes to this approach? Any changes to the items?

And then do your tweaks accordingly. By this time, you’ll have a better feel for important topics that have been covered, how much time and how many times it takes to cover a topic.

Then at this point re-design your calendar to cover a calendar year– January to December. The end result is a template for a yearly calendar that you can use as a starting point for every year.

Finally, make sure to schedule a yearly check-in at around October or November (yes, schedule “calendar review” into your calendar!) The board will do a couple of things: 1) Make sure the calendar works for the upcoming year and 2) Add any items that need particular attention for the upcoming year. For example, maybe in the upcoming year you will re-design the CEO evaluation, or conduct in-depth risk analysis. By looking ahead, you can slot in what these items are and when you will deal with them.

Now that you’ve done this work, you’ll have a board with better control of its time in each meeting. And you’ll be working from a well-crafted calendar which covers critical governance topics throughout the year.

© Linley Welwood LLP. The contents of this article do not constitute legal advice. Readers should seek legal advice in relation to their own specific circumstances.


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