A lot of people ask and especially when you’re first starting to work with them as a company secretary, how much time do you need for each meeting? For a 2-3 hour Board meeting my response is around 15 to 20 hours depending on the complexity. Yes, really. The reason it takes that long is it’s really about planning versus execution and the more that you plan and prepare for the execution, the smoother the execution will go. The most efficient way to cut down a tree is you actually spend more time sharpening the axe than cutting the tree. So how do we sharpen the axe for Board meetings? Let me talk you through a normal cycle that we would do ideally to get ready for a Board meeting.
Meeting with CEO/Chair
You need to have a meeting with the CEO and the Chair 2-3 weeks before the Board Meeting. You want to discuss the agenda, issues that are coming up, decisions required, projects underway, the Chair would have specific items they’re wanting to follow up on, work plan for the Board, specific obligations that are coming up, AGMs, financial reports but also reviewing policies, making sure performance reviews are done etc.
What’s the flow of the agenda? You need specific time where executives are there, you can have in-camera sessions if required. Sometimes you have to cut items from the agenda and push that either to the next meeting or look to have an ad-hoc meeting if there’s a large topic that needs some larger discussion but it’s urgent. Or perhaps put that item to a committee. Make sure that the really heavy items are up front and the lighter items are towards the end because you know people’s attention does tend to wane towards the end. What decisions are you asking of the Board?
First draft of Board papers
After your first meeting where you set the agenda and the first cut of the papers are presented, the CEO and the Company Secretary have an opportunity to go through those papers and see if they are clear on what questions the Board needs to answer. The best analogy that I’ve heard is that “is the Board paper a wet fish?” Does it slap the Board member in the face and say this is what we need to know? Or this is what the decision we need to you to make, this is the information you’ve got to make the decision, it’s up to you now to make the decision, that’s what you want Board papers to say. Ensure the action items that have flowed over from the last meeting have also been dealt with. It’s also useful to present the Board an updated action items list at the next meeting so you can say that action item is dealt with or that action item has been distributed outside of the Board meeting and the only things the Board would be talking about is outstanding action items.
Final draft of Board papers
After this meeting with the CEO, there’s another period of time that papers are able to be modified, you then get the final papers ready to compile and distribute. As a Company Secretary you still then read through that again, make sure that the notes that you took in terms of both what the agenda initially was trying to achieve, secondly any changes that we’ve made when discussing with the CEO have been incorporated and you do another read through. Now quite often you will find another question that hasn’t been answered or something might have been done not quite right and there’s no time left to get the Board papers out. What you can then do as a Company Secretary with those other things that you find is feed that back to the CEO so that you’re helping the executive be prepared with other questions that might come up, because I know working in a Board setting when you present a paper for a decision and then a Board member asks “oh but what about this?” No one’s thought about it and that means then it’s important enough that the Board want to make sure that the right decision is made then the decision gets delayed.
With what you’ve done by preparing the agenda, doing the Board papers and answering questions, you should be able to write the “shell” minutes because you’ve got these agenda items, you’ve got the decisions that are hoping to be made from all the papers that have been presented so you can fill that in and that leaves you a shell of minutes that you can effectively just capture the discussion around those points. By having that shell in place. It allows you as the Company Secretary to be paying a lot more attention to the meeting rather than writing all the minutes as you go and being able to distil the conversation down as you’re going in that meeting and understand the decisions that are being made and the questions that are being asked.
The Board meeting
So now we get to the meeting proper you should have clear papers, a clear agenda, a good flow, decisions should be made quickly, all the information’s in front of the directors, this is just going to help the Board meeting go a lot quicker, the right questions to be asked and allow directors the time to contemplate the decisions and make the best decisions for the organisation, which is the point of the Board.
The last step is capturing those minutes and those action items and distributing them quickly after the Board meeting so you can then get into the flow of setting the agenda for the next meeting because you want to sign off that last meeting and have the actions captured, the minutes done and then roll into the next meeting’s agenda.
That’s why doing Company Secretary work well does take longer than you’d expect but also at the same time it allows the Board to act a lot more efficiently and hopefully come to a better decision or support decision making that is more valuable to the organisation.