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Question Regarding Board of Directors Meetings

I am new to the whole Board thing and was wondering if anyone had something they could share as far as how meetings are operated, when agenda's need to be sent etc.

Anything would be appreciated.  Thanks


Michael Scherbourg
Title: CFO
Company: Miklan Manufacturing
(CFO, Miklan Manufacturing) |

There are a lot of ways to run a board meeting, as you might imagine, and even more ways to prep for one. I'll attempt this in order, and this is just how I prepare for board meetings, so you or others may have completely valid alternatives. Any one of these steps could lead to weeks of work and a lot of sub-steps.

Agenda setting and prep:
-At least a month in advance, but preferably prior to the start of the fiscal year, lay out your board calendar with the full board and get on their calendars. Scheduling is truly one of the most difficult tasks with a board.
-Sit down with CEO 2-4 weeks in advance and discuss what the upcoming meeting will cover. Take copious notes!
-Go to my team to prepare the numbers (past and future) and any analyses we have determined need doing (VP Fin and Controller)
-Make sure the customary reporting package is on track (VP Fin)
-Reach out to rest of e-staff and give them their deliverables as appropriate (sales pipelines, marketing stats/plans, development timelines, etc.)
-Make sure everyone has the slide deck template so you don't have to do too much cleanup after receiving their input
-Prepare any board matters with counsel. Preview with board if necessary
-2 weeks prior to meeting, send out agenda to the board and solicit feedback. Bring suggestions to the CEO if any.
-Week before meeting make sure all slides are in and reviewed
-Prepare stock option grant requests and update cap table
-Put together full slide deck and review with CEO. Make necessary changes and change agenda for current events if necessary
-3 days prior, send out full board package to board and any other participants as needed

At the meeting:
-Call to order
-Board business (I like to do this at the start so that it never is a)forgotten (seriously, it can happen) or b)you run out of time. Nothing is worse than not having time to approve needed legal or board matters or not being able to approve stock grants, etc. Cleanup from that is a cat herding mess. Often the official board business is no more than approving minutes from the last meeting and option grants, but sometimes it includes approving audits, compensation, board directives, transactions and more.
-Operating review: this is where the functional heads and CEO present results and futures to the board. I prefer to have lots of results detail in the board package so the board can read it in advance and prepare, which leaves more time to discuss the future. Time spent reviewing past results by rote is not very interesting, nor is it a great use of the board's collective wisdom.
-Discussion: this is based on the CEOs agenda and, if they chimed in during planning, the board's items of interest. This could be any number of items of import to the company, or areas where the board's input and experience has special value.
-Executive session: this is where the functional leaders depart and just the CEO and perhaps CFO meet with the board to discuss personnel or other issues of particular sensitivity. We always schedule this time but don't always use it.
-Board closed session: time for the board to meet and talk w/o the CEO or any exec in the room. Hope you trust your board and they trust you b/c this is where they talk most frankly about the company and the leadership team. It can be a great time to give them to get to really communicate with the most openness amongst one another. Once again, always scheduled, not always used.
-Get back to work!

Again, there are many, many ways to slice this, but in my experience being CFO, or COO/CFO of multiple companies, this is an effective layout. Also, this was off the cuff, so i probably left a few things out. Hope to hear from others.

Anthony Enlow
Title: Director
Company: BDO USA LLP
(Director, BDO USA LLP) |

Very helpful and insightful, thank you.


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