Breakout: Successful Board Meetings: Tricks of the Trade

Running a top-notch board of directors isn’t rocket science, but it does take common sense, emotional intelligence, attention to detail, and respect for legal formalities. Introducing a protocol that has the board review the company’s “accomplishments” and “challenges” at the outset of each meeting can be a useful organizational device. Minutes constitute the official record of the board’s actions and should be prepared with an eye toward potential litigation. An intelligent approach to taking and preserving notes can also be essential in the event of litigation. Setting an appropriate agenda, and avoiding “death by PowerPoint” can be key to effective board engagement. In the same vein, knowing which documents to circulate among directors and providing sufficient time for review and discussion, as well as access to key executives, can be essential. Board composition, including emphasis on the appropriate skill mix, and attention to directorial independence is today more central than ever. Indeed, uncertainty can abound as to whether and when directors qualify as independent, and new procedures may be necessary to address that uncertainty. Board self-evaluations and refreshment policies should also be reviewed in light of increasing investor scrutiny. Getting timely advice from counsel, and keeping counsel in the loop is always prudent. This session explores these and many other pragmatic challenges to efficient and effective board operations.