One of the interesting dynamics around board meetings is the “pre-meeting one-on-one” a CEO has with each board member. Usually the week of the board meeting a CEO will check in with each director individually to feel them out.
Although it’s natural for the CEO to want to get early visibility on some of the issues that may come up in the meeting, ultimately this is a risky practice.
This is what usually happens: Board meeting is on Wednesday. CEO calls each director (say there are four directors) on Monday and has a 30 minute one-on-one with each. On Wednesday, the CEO repeats himself in the group setting, covering some of the same ground he went over in the pre-meeting one-on-ones. However, no director speaks up and says, “I know this already” because he thinks it’s new to everyone else. In fact, everyone heard it on Monday, and it takes 45 minutes in the actual board meeting to get into new issues.
In addition to wasting time, this dynamic can also produce an “over-managed” board meeting. I believe a key underpinning to successful meetings of any sort is drama / conflict. A CEO who, in advance of the board meeting, understands the political landscape and where each director stands on an issue, can easily run the meeting to mitigate dissent. Although this practice may make a nervous CEO feel better, it’s counterproductive in terms of the effectiveness of the board meeting.
Summation: If you’re a CEO, think hard before engaging your directors one-on-one for more than 10 minutes in advance of a board meeting.
Norms of good Corporate Governance demands the agenda for Board Meetings together with explanatory notes in sufficient detail to be circulated to Board members in advance at least by a week. ( barring market sensitive info like quarterly / annual results which are released only at the meeting to prevent insider trading ). This is to allow time for each Board member to study the agenda, form opinions and make valuable contributions drawn from early experience/research.
CEOs following these norms commence proceedings straight away by announcing “Gentlemen, I welcome your views/suggestions on item -X/Y/Z on the agenda” – No intros required, start getting insights !
I’ll keep that in mind. Just in case I become a CEO any time soon.
“I believe a key underpinning to successful meetings of any sort is drama / conflict.”
Wha?
It seems that one of the major drawbacks of that approach is that it virtually eliminates good interaction between the board members.
Ultimately, a board is meant to collectively counsel the company leadership on direction.
Now I don’t think it’s a bad idea to do some pre-meeting interaction and then call out that each person has heard about it already. But the dynamic you are describing doesn’t sound suitable for a nervous CEO, it sounds suitable for a paranoid one.
I disagree with your conclusion because I think you have a false premise. You assume that CEOs will simply rehash what they talked about with the directors prior to the meeting. That is not the case for most well run meetings (based on my experience). The pre meetings accomplish several tasks:
1 – Allow each director the opportunity to present concerns in advance so that management can address them at the board meeting (a good director will never blind side a CEO – likewise the CEO should never walk into a meeting without knowing how the directors will vote / react)
2 – Solicit each director for agenda items in advance
3 – Solicit the directors for feedback on performance – “How am I doing?” in a private session
4 – Lay out expectations for the directors during and after the meeting. “Hey I want the board to provide feedback on this new sales plan we will be presenting – I’d like for you to make an introduction to XYZ company”
So during the BOD meeting you can breeze through those items that you know everyone understands and has no concerns. You can provide additional information for areas that were confusing, you can open dialog for issues that were hot spots for directors and most importantly you can spend the majority of the time talking about business issues that director feedback is helpful to developing your strategy. When the directors arrive at the meeting hopefully they would have been pre briefed by the CEO on the topics, read the material and had time to either do more research or formulate some thoughts that are germane to the subject.
Coming in cold makes the meetings less useful – having a director go sideways because he doesn’t understand the material, or go off on some tangent that could have been dealt with in advance is just a waste of everyone’s time.
Pre meetings are critical (and their length is dependent on the subject matter to be discussed) to running a fruitful BOD meeting.
Remember the BOD’s primary job is to govern and secondarily provide the CEO with guidance and advice regarding management’s strategy. The BOD doesn’t create strategy – nor should you use your BOD meeting as a brainstorming session.
Drama / conflict can happen – but not during the BOD meeting. Structure time for such discussions. Do your business, adjourn the BOD meeting, then have a dynamic discussion (everyone stays in the room except the attorneys and members of management that aren’t necessary). For the formal BOD meeting, drama and conflict should be dealt with and resolved in advance.
Paul — You have been in many more board meetings than me. In general, I don’t advocate the abolition of pre-meeting contact, but in my own experience and in talking with others, pre-meeting meetings drag out longer than they should and cover topics that are then covered in repetitive fashion in the actual BOD meeting.
You raise an interesting point which is that board meetings should be seen primarily as a formality and less of a creative opportunity to brainstorm ideas, work through disagreements, and so forth…and that the real meat should take place after a BOD meeting is adjourned.
Ultimately, if all the directors are on-board with a CEO’s approach, then that’s the way it can be. But I think this should be a protocol that’s discussed and agreed to by the entire board, instead of the CEO assuming that all directors are agreeable with extensive pre-meeting meetings.
The means-and-ends moralists, or non-doers, always end up on their ends
without any means.
— Saul Alinsky
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