board meeting optimization: driving excellence
TRANSCRIPT
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with Peter Gleason & Stuart R. Levine hosted by Passageways
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Stuart R. Levine
Chairman and CEO of Stuart Levine & Associates LLC, a management consulting firm for governance, strategic thinking and C-Suite leadership and Chairman and CEO of EduLeader LLC, an online digital learning company
NACD Governance Fellow and was twice awarded the top 100 director by this organization
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Board governance expert, currently serving on the board of Broadridge Financial Solutions, as Chairman of Governance and Nominating Committee and member of the Audit Committee
Best-selling author of three leadership books published in 37 countries with over 1.2 million hard copies sold and his monthly thought-leadership articles are published in Forbes and The Credit Union Times
“The Six Fundamentalsof Success”
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Peter Gleason
Board member of Nura Health, Inc., Director of NACD Capital Area Chapter, Deputy Chair of Global Network Director Institutes and is a Board Leadership Fellow
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President and CEO of the National Association of Corporate Directors (NACD)
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Recognized expert on board leadership and corporate governance. Member of NACD’s national faculty
Served as a commissioner on every NACD Blue Ribbon Commission report issued over the past 16 years, including the most recent releases on The Strategic Asset Board, Long Term Value Creation, Strategy Development, Talent Development and Board Diversity
How would you describe your board’s culture?
• Highly collaborative• Fairly collaborative• Ineffective• Toxic
POLL Q1
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37%55%6%2%
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• Pre-call discipline
• Creating agendas
• Materials distribution
• Time sensitivity
• Leadership/Executive Summaries
Effective Board Meeting Preparation
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Do your board agendas properly address strategic priorities?
YesYes, but not often enoughNo
POLL Q2
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35%50%10%
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• Do your board members have access to materials that enable
them to engage in a meaningful strategic discussion?
• Are board members interfacing with internal succession
planning candidates?
• Board refreshment and leadership rotation
Understanding the Role of Directors in Both Strategy and Succession Planning
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• According to NACD’s latest governance survey public company directors
spend on average 75 hours per year attending board and committee
meetings, and 72 hours per year reviewing reports and other material
• For public company directors, there are an average of 5 full board
meetings per year (averaging 6 hours), with an additional 4 electronic
meetings per year
• Directors spend an average of 245 hours per year in total on their board
duties, which has seen little change over the last 3 years
• Bottom line: directorship is a significant time commitment that must be
wisely and productively exercised
Current State: Time in Board Meetings Remains Constant
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The 2016-2017 NACD Public Company Governance Survey shows that board
priorities are focused on improving meeting discussions in three areas:
Improving the Effectiveness of Board Meetings is a Priority
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• Improving the quality of dialogue with management (49% said important or
very important)
• Improving the quality of information provided by management (46% said
important or very important). Directors share concerns about the fact that
information isn’t always transparent about performance issues, is difficult
to interpret and doesn’t easily allow for benchmarking against peers.
• Aligning the board agenda with strategy (45% said important or very
important)
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• Include all meeting attendees in the agenda-setting process
• Review the agenda at multiple points before the meeting, with all
participants giving feedback to the chair and CEO
• Leave empty space on the agenda for each meeting to discuss urgent
strategy-related issues
• Consider picking one topic for a deep-dive at each quarterly meeting
Meeting Preparation is a Collaborative Process
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• Use every board meeting to state the current strategy, discuss progress
made against specific milestones and review risks of the strategy and to
the strategy
• Ensure other board meeting agenda items are aligned to the (future)
strategy, including conversations about the performance of the board
members themselves
• Make sure the different committees report out to the full board on
issues through the lens of the corporate strategy
Align the Board Meeting Agenda with the (Evolving) Strategy
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Are your directors adequately prepared for board meetings?
YesOnly 75% are preparedOnly 50% are preparedNo
POLL Q3
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22%39%35%4%
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An effective Chair is required to run the meeting efficiently and make sure all
agenda items are actually covered:
Effective Facilitation Requires an Effective Chair
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• Know what really needs to get done in the meeting and be sure
every discussion contributes to these goals
• Ensure the board and committees address tough issues
• Dealing with the kings and queens of chaos
• Elicit comments from the reluctant to ensure full participation
• Use time limits
• Stay true to the agenda while enabling critical discussions
Does your board meet in Executive Session at the conclusion of every meeting to help prioritize issues for the next Board agenda?
YesSometimes, but not always No
POLL Q4
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29%35%37%
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• A commitment to meet in executive session
• Ensuring intentional board follow up
• Hold executive sessions regularly
• Use the first executive session before the meeting to set goals
• Conduct a second executive session during or after the meeting to check
on progress or review the meeting’s effectiveness
• Defined person to share content if appropriate with the CEO and inform
them of outcomes from the executive session
Hold Executive Sessions
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• Be in communication with one another in between board
meetings
• Request an update from the CEO on a monthly basis, which can
be a short list of highlights signed off on by the CEO
• Consider holding interim phone calls in between in-person
meetings
Focus on Follow-Through After the Meeting
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contact & learn [email protected]/onboard
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