Board Meeting

What is a Board Meeting?

A Board Meeting is a formal meeting of the board of directors of an organization and any invited guests, held at definite intervals and as needed to review performance, consider policy issues, address major problems and perform the legal business of the board. Presided over by a chairperson of the organization, the quorum, rules, and responsibilities for board meetings will be documented in the organization’s operating agreements and may need to meet government requirements. The finalized and approved record for a board meeting is called the minutes, a legal document published according to the rules governing that board’s operations.

A board meeting is a meeting of the board of directors of a company at which the policy of the company and major decisions as to its future actions are discussed. It is decisions of the board that decide or ratify action taken or to be taken on behalf of the company. The powers of the board are usually set out in the company’s articles of association. At meetings of the board of directors, the proceedings are governed by the company’s articles and by any rules made by the directors themselves by virtue of any powers conferred on them by the articles. The presence of all the directors at a meeting is not essential if, as is usually the case, the articles provide that a specified number will constitute a quorum. If a quorum is not so prescribed a majority of the board is required to attend.

What Does Board Meeting Mean?

A board meeting tends to apply its own rules related to frequency, duration, minimum quorum and agenda. The members are commonly known as Directors and, in incorporated firms, are elected by the stockholders. Directors can be named from inside the organization, mainly from the top group of executives, but also from outside, from industry experts and trustworthy individuals.

In some cases, business owners can also participate as Directors in board meetings if they decide to. A board meeting tends to have a Chairman who conducts the reunion and a Secretary who takes notes and guarantee that all relevant decisions are properly documented.

The board meeting’s primarily role is to make the ultimate decisions about strategic corporate matters that should not be delegated downward. Board meetings commonly monitor key performance indicators related to different operative and administrative areas of the company. They also approve and track global budgets and they are able to make decisions about the selection and dismissing of key executives.

Notice of Board Meeting

The notice of Board Meeting refers to a document that is sent to all directors of the company. This document informs the members about the venue, date, time, and agenda of the meeting. All types of companies are required to give notice at least 7 days before the actual day of the meeting.

How Often Do They Take Place?

Board meetings take place at set intervals, often quarterly or biannually. They can happen more frequently, depending on how your company works and how often your directors want to meet to review processes and company progress. The purpose of board meetings is for the directors to talk about any issues that the company is facing, review the company’s performance and discuss new policies to be enacted.

How Do You Conduct a Board Meeting?

Board meetings may take place in person or over a conference call. Today, an increasing number of board meetings are taking place over video conferencing equipment since the technology delivers incredible clarity and makes the meeting more impactful for everyone involved. As you can imagine, nonverbal communication is incredibly important in these types of meetings.

Roles Of The Attendees In A Meeting

Every attendee has a role in the meeting – there is a chairperson, speakers, a secretary and sometimes guests who don’t participate in the discussions. The chairperson makes sure that the meeting is planned and conducted effectively; with their guidance, the attendees deal with matters in an orderly and efficient manner. The speakers are key participants; they present their findings to the group and participate in all discussions on the agenda. The secretary keeps the record of all the meetings decisions.

What Matters Are Usually On The Agenda?

  • Record of a previous meeting. Before proceeding with the new orders of business, the board typically reviews the minutes of the previous meeting to track the progress of implementation of the decisions and to highlight the areas of improvement.
  • Performance reports. The members of the board review key performance indicators such as customer satisfaction, sales, costs and revenues for a given financial period, as well as ongoing research and development. In this way, the board members can find out what has changed over time and whether the company has benefited from these changes.
  • Future strategies. The attendees share their ideas of the future projects and policies and discuss possible steps towards their implementation. They provide arguments for or against the new initiatives as well as search for common ground on the matters at hand.
  • Vote. When all the parties have presented their views and the discussion is over, the chairman puts all the motions on the agenda to a vote. The outcome of the vote determines the decisions made by the board meeting. This can include changing the company’s articles, authorizing certain transactions or ratifying a former decision made by a director.

Five Topics Discussed in a Board Meeting

Like most meetings, creating an agenda to keep the meeting on topic and upbeat is important when it comes to time management and meeting productivity. Everyone’s time is valuable, and no one wants to spend it in a bad meeting. By outlining what will be discussed in your board meeting, board members can walk in or log in to the meeting room prepared and focused on the agenda at hand. Typically, board meetings cover these five objectives:

  1. Company performance
  2. Future strategies
  3. Key performance indicators (KPIs)
  4. Problems and opportunities
  5. Making plans of action

Board Meeting Procedures and Protocols

Depending on the size of your organization’s board, its meetings may be more or less formal. Generally, though, your board should have some policies and protocols to keep things civil, help the board come to decisions and provide minutes of what transpired in case of a dispute later on.

Common rules include ensuring only one person speaks at a time, letting the board chair decide who has the right to speak and limiting vulgar language and attacks on other board members.

Video Conferencing For Board Meetings

The modern technologies have drastically changed how business meetings are held all over the world. As video conferencing gains popularity, it is now possible to join the meeting remotely, even if the attendee is travelling. Modern software for video conferencing in many ways simplifies the process of scheduling and holding a meeting. While the video conferencing technology is available for PCs, smartphones, tablets, browsers and even TVs, meeting participants can join the board meetings even if they are far from the meeting room.

Benefits Of Video Board Meetings

  • Reduced travel time and cost. The participants can waste no time for commuting and take part in the board meetings remotely via video conferencing, saving time and expenses.
  • Increased productivity. With the help of video conferencing, your business discussions will run with zero distractions; every attendee stays focused and alert during a video meeting.
  • Optimized attendance. Every participant is available for the board meeting, even if some of them are not in the conference room. Your location no longer prevents you from presenting your share of findings to your colleagues.

Board Meeting Rules

How are board meetings run? What are the board meeting rules? Board meetings are 5% the meeting itself and 95% preparation. Before the board meeting occurs, you will need to prepare all of your documents and presentations in advance. You’ll need to determine exactly what you want to talk about during the meeting, as well as establishing what your goals are for that meeting.

Ideally, your business has already been tracking its KPIs, metrics, and financial data. After the board meeting is scheduled, and before it starts, you should consider the current state of the business. What are its largest risks and challenges? What items are of the largest strategic importance?

Before your board meeting begins, you should:

  • Have completed and compiled the meeting minutes from the previous board meeting (hopefully well in advance). Most board meeting rules of order will have reading the prior meeting minutes first.
  • Prepare financial reports, analysis, and other documents for the board members to review. Board meeting protocol generally suggests that these be reviewed early on, though they will also be sent to the board members in advance.
  • Identify the company’s greatest risks, assets, and challenges, especially those that are most pressing.
  • Create strategies that you would like the board to weigh in on, whether they approve or disapprove.
  • Define clear goals that you want to achieve by the end of the board meeting.

Once you have these things in place, it’s time to create an agenda. Your board meeting agenda is comprised of the topics that will be discussed, in order. It’s intended to keep everyone at the board meeting on the same page, as well as to ensure that nothing is missed. Many boards don’t have the best time management, and can potentially spend all of their time on a single issue, when multiple issues need to be discussed.

Your agenda should be sent to all the board members directly, before the meeting occurs, so they themselves have time to prepare for the meeting. While it’s just a general outline of the meeting to come, it should still give them enough information that they’ll be able to form some thoughts, opinions, and ideas.

A board meeting is a collaborative process, and your goal is to facilitate thought. To that end, your startup should be focused on presenting board members with the information that they need, as well as the challenges that are ahead.

As mentioned, each board meeting and each company is different, and startup culture tends to vary significantly. Some startups may have looser and more frequent board meetings, while others may have infrequent, formal meetings. Some have strict board meeting rules of conduct, others don’t.

Corporate Board Meeting Example

Bertch Corp is a large company operating in Oklahoma. It manufactures and sells hardware parts that are later assembled in affordable computers outside the U.S. The firm holds board meetings each two months with and the board has five directors. One of them is the Chief Executive Officer, another is a former Chief Operation Manager and the other three are well known experts in the fields of technology, finance and marketing.

In March 2020, the Board had its quarterly meeting. The members discussed the need of an organizational redesign. The Chief Executive Officer and two external Directors though that the current organizational structure was not responding effectively to the growing challenges coming from a complex market environment. The Board evaluated the budget and decided to allocate a specific amount to hire consulting services and thus to address this important task quickly.

In this way, the Board had the possibility to provide a solution to an otherwise tricky matter that was affecting the company’s performance.

Frequently Asked Questions

What is the primary purpose of a board meeting?

The primary purpose of a board meeting is to oversee the affairs of the company and make decisions regarding various strategic issues. It is also an opportunity for the board to meet and get updated on the company’s performance.

What are some of the issues that are typically discussed in a board meeting?

Some of the issues that are typically discussed in a board meeting include executive hiring and compensation, dividend policies, corporate acquisitions and divestment, and resource management. For instance, the board is discussing whether or not to authorize a new product line – they would need to consider things like the associated costs, potential returns on investment, and how the new line might impact the company’s overall brand.

Who attends a typical board meeting?

The attendees at a typical board meeting vary depending on the company but generally include both internal stakeholders and external or independent directors. Internal stakeholders include representatives for equity shareholders and preferred shareholders. Directors representing equity shareholders are usually the founders of the company while representatives of preferred shareholders include lead investors of the company. The independent directors consist of market experts who represent the company’s interests and do not hold any stock in the company.

How often do board meetings typically take place?

A board meeting should be held every month to review the previous month’s performance and to plan for the month ahead, but this can vary depending on the company.

What is the quorum for a board meeting?

All members of the board usually attend a board meeting, but in the absence of a quorum, the meeting may be adjourned to another date. A quorum is usually constituted by 50% of the total number of directors.

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