A Boardroom Pro's Governance Gems
William Adams, a retired chairman of Armstrong World Industries and a member of several other corporate boards, is a pro on good boardroom procedures. Recently, he shared some of his observations on good nuts-and-bolts boardsmanship at the National Association of Corporate Directors' annual meeting.
- Help your directors get (and stay) organized with a good three-ring binder with topical tabs. Then your board crew can easily organize monthly mailings under the proper headings. "It helps them get into the zone. And if they don't want to bring the whole book to the board meeting, they can just bring the guts."
- Instead of ticking off lots of agenda items that need board approval but are largely pro forma (extending a line of credit, minor title transfers, etc.), try bundling them into a consent calendar. These ephemera aren't usually debated, so you can send them to directors in advance and then approve them all at once at the meeting, saving valuable agenda time.
- Squeezing maximum value out of meetings means keeping reasonable limits on discussion. Here, Adams suggests that the chair or CEO let directors know what the time parameters are. "Don't regiment things, just say that you'd like to get through item 4 by 10:30 or such." Suggested time points for items can even be built into the agenda with the understanding that they're expandable. Even if you don't enforce the schedule, it gives the directors an unconscious discipline on time usage. "Someone who wants to raise a question about the color of the company trucks will know to hold onto it."
- Put the most important agenda items first. This seems obvious, but few boards do it. "I had the chance to help launch a new board recently, so we decided to do things the way they ought to be done. Unless information is needed for a further discussion, we start right out with the important stuff. If we're running out of time for the boilerplate items, we always have the option of working through lunch."
- And don't forget - "One thing we always cry out for in [ board] meetings is more time for discussing the business and less time for operational reports. On operating reports, staff should learn to boil the information down, to tell a brief story. Then, for the meeting, have them come in to answer questions rather than just show us PowerPoint presentations on stuff we already read."
Copyright 1999 Ralph Ward's Boardroom INSIDER