How to be a great board chairman

June 09, 2022

by a searcher from Columbia University in New York, NY, USA

I'm stepping into the seat of board chair for the first time, and we are headed towards our first board meeting. I have had to run many board meetings, but this is my first time as a chair and as the investor, rather than as the operator.

I want to add as much value as possible. I've read some of the blogs, but there's not a lot of useful stuff out there. Interested in best practices on preparation, facilitation, note capture and outcomes.

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Reply by an investor
from New York University in New York, NY, USA

Hi Vik - I’ve been both chair and member in the past. Below are my thoughts, most of which I think are common sense, but I’ve seen missed in various situations: Before the meeting: - Management should distribute the materials well in advance so the members have a chance to read them. - Ensure that the agenda and time allocated to each subject is sufficient. I’m always shocked at how much people think can be accomplished in a 5 minute slot. - As you go through the materials, don’t just think about your issues and concerns - think about which BOD members are best suited to contribute in different areas. - Confirm that whoever is in the role of BOD secretary understands what is expected and the level of detail to be included in the minutes. During the meeting: - Management should start with whatever action items were open from prior board meetings. - Play the role of facilitator. Don’t dominate the discussion. - Ask questions of individual BOD members, particularly when a subject is related to their area of expertise. Some BOD members might be less assertive and might need to be drawn in to the discussion. - Keep track that that no board member is dominating the discussion. - If the BOD is running in circles on a topic, figure out a way to reach a conclusion. If a conclusion can’t be reached, discuss what further information is required to reach a decision and defer it. - Summarize the decision on any topic so everyone is clear in their understanding. The worst thing that can happen is that there is a misunderstanding on what decision was reached, either by management or by members of the BOD. After the meeting: - The minutes do not need to be an account of every detail from the meeting. I know others might view this differently, but I do not see the value of voluminous minutes. - The minutes should summarize each topic of the agenda and highlight the observations and concerns raised by the BOD. - If there are action items / follow-ups on any subject, they should be very clearly highlighted in terms of responsibility and timing. - The secretary should distribute the minutes in a timely manner so that the meeting is still fresh in the minds of the members.

Reply by an investor
from New York University in New York, NY, USA

I think it's best to start with the action items from the prior meeting(s). After that, I usually prefer to discuss business / operations updates, and then follow that with financial performance. Next, I like to look forward and discuss business development / growth initiatives / operational improvements or whatever would be relevant for your company. While this company might not have a lot of departments, I still think it's helpful to have some other members of management as part of the BOD meeting, at least for their particular sections.

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