I’m on my way to a Board meeting. My job as a Board member is to turn up about once a month for a meeting lasting normally no more than a couple of hours to take the most important decisions the company needs – decisions which are often about complex areas, fraught with operational, commercial, legal and possibly political implications, and often with ambitious managers or other vested interests arguing strongly (but not necessarily objectively) for their preferred outcome. Few of the decisions are black and white, but most carry significant risk for the organisation. Good outcomes rely on informing Board members effectively.
This is a well-managed organisation, so I have received the papers for the meeting a week in advance, but I have had no chance to seek clarification of anything which is unclear, or to ask for further information. In many organisations, the papers may arrive late, or they may have been poorly written so that the story they tell is incomplete or hard to understand (despite often being very detailed), or both. The Board meeting, with a packed agenda and a timetable to keep to, is my only chance to fill the gaps.
I have years of experience to draw on, but experience can only take me so far. Will I miss an assumption that ought to be challenged, or a risk arising from something I am not familiar with? If that happens, we may make a poor decision, and I will share the responsibility. In some cases – for instance a safety issue – that might have serious consequences for other people. It’s not a happy thought.
Informing Board members
In order for a Board (or any other body) to make good decisions, it has to be in possession of appropriate information. These are some of the rules I have followed when I have set up arrangements to promote effective governance.
Good papers tell the story completely and logically, but concisely. They do not assume that the reader knows the background. They build the picture without jumping around, and make clear and well-argued recommendations. They do not confuse with unnecessary detail, but nor do they overlook important aspects. As Einstein said, “If you can’t explain it simply, you don’t understand it well enough.”
Provide rules on length, apply (pragmatic) quality control to the papers received, and refuse to include papers if they do not meet minimum requirements (obviously it helps to be able to give advice on how to make them acceptable). You must of course choose a reviewer whose judgements will be respected. This may well result in some painful discussions, but people only learn the hard way.
If members do not have time to read the papers properly, it does not matter how good they are. If I am a busy Board member, I may need to reserve time in my diary for meeting preparation, and this is a problem if I cannot rely on papers arriving on time. Set submission deadlines which allow for timely and predictable distribution, and enforce them. Again, be prepared for some painful discussions until people learn.
Concise papers and busy Board meetings are never going to allow for deep understanding of context. To overcome this, I have organised
informal sessions immediately preceding Board meetings, over a sandwich lunch if the timing requires. Allocate a couple of hours for just two or three topics; bring in the subject experts, but spend most of the time on discussion. Not all Board members will be able to attend every session, but in my experience not only have they found them hugely valuable in building their wider knowledge of the business, but the opportunity to meet more junior staff has been appreciated all round.
There are many other ways that informal channels could be set up. Different things will work in different organisations. Key to all of them is building trust: informing Board members properly means allowing them to see things “warts and all”, and trusting a wider group of staff to talk to them.
To do all of these things effectively, you need to have someone (or in larger organisations a small secretariat team) whose primary objective is to deliver them. This is not glamorous stuff, however important, and it easily gets put to the bottom of the pile without clear leadership.
Finally, remember that nothing will happen unless the importance of this is understood at the very top. If the CEO does not set an example by sticking to time and quality rules, no one else will.