Board Meetings – A CEO’s Point of View
I have read several posts on board meetings lately, including a couple of insightful ones by Scott Converse, CEO of Clickcaster, discussing his first two board meetings (you can find them here and here). Brad Feld also has a great series on board meetings which you can find here. Having chaired, as I count ’em up now, well over 100 board meetings as a CEO of both private and public companies in the last 15 years, I thought I’d throw some additional thoughts into the mix. Here are my top 10 (er . . . 11).
- Talk with each board member prior to the meeting. Votes don’t happen at board meetings; they are just formalized there. That’s why they are almost always unanimous. Anything even remotely controversial or detailed should be discussed prior to the board meeting. That’s not to say it won’t be discussed again at the meeting, but because you’ve engaged each board member on the topic ahead of time, you will have had the chance to answer any specific questions and help them prepare for a group discussion. This saves a load of potentially wasted time once the group gets together. Even if you don’t have any challenging topics for the board meeting, it’s a good idea to check in with each director to see if they have topics they feel are important to cover at the meeting.
- Have face-to-face meetings. There is a strong desire among certain board members to have telephonic meetings. In my experience, these just don’t work as well. While I’m sure there are people who can stay engaged while on the phone, for most people there are just too many distractions when they are sitting at their desk (or lounging by the pool of their opulent VC estate). You also miss the body language and facial expressions of your board members which can offer as much advice and feedback as anything they have to say.
- Send board material to the board at least 24 hours in advance. Even better if you get into their hands 48 hours in advance. Your board members are busy people and, likely, travel frequently. Don’t expect them to spend any real time on the material if you send it to them the night before the meeting.
- Run the meeting like you run your company. Board meetings aren’t free-form, non-directed discussions. Keep to the schedule and don’t let discussions go on a second longer than they need to. You may be compelled to abdicate your role in the meeting to your investors. Don’t. They want a well run meeting too. Keep in mind that it’s your meeting.
- Put the summary up front. Summarize your update to the board and goals of the meeting in the board materials sent out prior to the meeting AND AGAIN when you open the meeting up. Everyone should be clear on and agree to what the goals are for the meeting. Ask the board if they want to add anything to the agenda during your pre-meeting discussion (see #1) and again at the start of the board meeting, after they’ve had a chance to review the board materials.
- Have “closed” sessions at the beginning and end. The session at the beginning includes both inside and outside board members (no management) and is to dispatch the perfunctory board actions like approval of minutes, option grants, FMV and so forth. Getting these out of the way up front is important because someone may end up having to leave early, causing you to lose your quorum. The session at the end is for outside board members only. It’s a good idea to schedule this session to give your outside board members dedicated time to talk about you. What? You thought that maybe they only talked about you while you were with them?
- Have your management team attend the meetings. Your board isn’t just an advisor for you. Your whole team can benefit from the advice they give and can learn a lot from the discussions that take place at the meeting. More importantly, each member of your team should feel like they are individually accountable to the board. As such, when group-level presentations are in order, have the appropriate member of your team do the presentation and lead the discussion.
- Repeat the summary of the company’s goals, strategy and tactics at the beginning of each meeting. Your board members should know these, of course, but I’ve found that it’s a good idea to remind them. It helps to stir their creative juices and to get everyone aligned right at the start of each meeting. Doing this will also help them remember what the company is up to when they’re not at the meeting and to use the concise version you use for their own elevator pitch.
- Don’t assume that your board members remember the detailed facts you presented at the last meeting. This goes for numbers, especially. Chances are, your board members are on many other boards as well. There are numbers, facts and tidbits blasted at them all the time. Format your materials so that all the important quarterly and annual pertinent information as well as any key metrics used to measure the company are easily found and referenceable. Make the board aware of these again during any presentations or discussions during the meeting itself.
- Your board knows how to read financial statements. The detailed financial statements should be in the package you deliver to the board prior to the meeting. If you go over the detailed numbers at all during the meeting, create one summary slide/page with all the key items on it for review.
- Stand up. Board meetings are way more casual than they were 20 years ago. Still, when you stay seated while presenting to the board (or any audience, for that matter) you send a signal that the topic is not worthy of your full energy. As in #4, above, it’s your meeting to run. It’s your presentation full of your ideas and demonstrating your hard work. Show it. Keep your butt in the chair for general discussions, but stand up and take control of the meeting when you present. It shows respect for the material and for the people you’re presenting to.