The founder’s guide: How to run a board meeting

Published on 24 August 2022•7 min

Start-upsBusiness tipsGuides

The founder’s guide: How to run a board meeting

In this article

•
Why is it important to prepare for board meetings?
•
Roles within a board meeting
•
How to prepare for a board meeting
•
Setting a board meeting agenda
•
Questions to ask at a board meeting
•
Take your startup further with Airwallex

Board meetings are important for businesses of all sizes. But they’re especially important for startups because the early stages of your business require a substantial amount of planning.

Here, we’ll explore all the steps involved in carrying out effective board meetings, whether that’s preparing, running or closing them.

Why is it important to prepare for board meetings?

It’s important that you organise, strategise and collect all the materials you need for your board meeting before it starts. Nothing is more stressful than scrambling for documents before an important meeting.

If you don’t have your required documents on hand before a meeting, you’ll likely be left fumbling for words and data.

But this goes further than simply having your folders stacked neatly before the meeting starts. It’s smart to send board members those documents at least one week in advance. If you present everything to them on the spot, they’ll have difficulty thinking clearly about the matter and asking pertinent questions.

All these factors are important, so you should take them all into consideration when preparing for a board meeting. The better your pre-meeting preparation is, the more proactive, productive and successful the actual meeting will be.

Roles within a board meeting

Here are some common roles in a board meeting.

Chair

The chair is a board director who leads the board and oversees and runs the meetings (e.g. sets the agenda). If there’s an executive committee, the chair leads it as well. They’re also the primary contact with the chief executive officer.

A chairperson communicates performance objectives with the CEO and delivers their review. And if a CEO leaves their position, the chairperson leads the selection process to narrow down a top candidate.

Depending on the business’s size, the chairperson is one of the few authorised board spokespersons. Overall, the chair is responsible for setting the demeanour and effectiveness of the entire board.

Vice chair

The vice chair serves on the executive committee (if there is one) and is responsible for stepping in and taking over the chair’s responsibilities when needed. This could be because the chair is leaving their role or absent for whatever reason.

The chair and vice chair have a supportive and close working relationship to ensure board meetings are prepped and effective.

Treasurer

The treasurer has a strong financial management background and is in regular contact with the CEO and chief financial officer (CFO). They retain this contact to ensure the board has important financial documents well before a meeting.

A treasurer marks questions or looks for areas that need clarification before meetings. And if there’s a financial or audit committee, the treasurer serves on it as the committee chair.

A treasurer’s primary, specialised task is to identify potential financial risks including investments.

Board secretary

If there’s an executive committee, the board secretary (or corporate secretary, depending on the business’s size) serves on it. But their primary responsibility is ensuring the board’s records are secure and accurate.

The board secretary also takes meeting minutes and reviews those minutes after the meeting if needed.

How to prepare for a board meeting

Properly preparing for a board meeting takes several weeks to months. This is because you need to cover multiple tasks and address crucial details. To help you better prepare for your meeting, we’ve created a checklist you can follow.

Review notes from previous board meetings

A corporate secretary (and sometimes other staff) usually takes notes on all the matters covered during a board meeting. Once the meeting adjourns, the corporate secretary and their team debrief the notes and schedule to-do tasks.

The corporate secretary typically uses these scheduled items in the first draft of the next meeting’s agenda. However, the executive team might also hold a debriefing session on a day soon after the meeting. The team sends any notes taken during that meeting to the secretary to include as agenda items for the next meeting.

Once your first draft is complete, it’s time to start planning for the next meeting — even if it’s months down the road.

Review the board’s calendar

Many board members have varying schedules, may or may not work in-office and are likely scattered across different time zones.

It’s vital that every member attends the board meeting, which is why you need to look at the board’s annual calendar to select the best month, day and time for everyone.

Depending on how many board meetings your business typically holds, you should appropriately space out meetings so that there’s adequate time for debriefing and completing action items.

The general counsel's office or the corporate secretary usually looks at the board’s annual calendar six to eight weeks before a meeting. And because the annual calendar contains agenda and action items with set times, it’s the foundation for the next meeting’s agenda and date.

Sometimes businesses have routine meetings exclusive to management where the CEO contributes their own supplemental agenda items. But those meetings also provide the opportunity for the CFO, chief human resources officer and other management members to raise additional questions and pitch agenda or action items.

It’s also helpful when there are enough management meetings before the board meeting so that board members can read and analyse documents in advance.

Approve the final meeting agenda

Once you establish the agenda, it requires review and approval. You must share the agenda with the lead director or board chair to gain that review and approval.

They then add agenda items, action items and comments, and they may delete parts that are no longer relevant.

Review board materials

The general counsel or corporate secretary (or someone else close to the board team) reads through the meeting’s agenda and required materials.

Typos, inconsistencies and missing materials are bad for board meetings. They make your team look unprofessional and underprepared, so holding an attentive, focused review is vital.

Some businesses’ boards even have preset guidelines — similar to a content style guide — that outline preferred formats, lengths and fonts standard to board reports.

Prepare documents for agenda items

Preparing documents refers to gathering the materials needed to discuss agenda items during the board meeting. Reference sections are important, too. They aren’t always part of meeting dialogue, but if an agenda item needs further context, the reference section provides it.

Reference sections might include data analysis text, credible statistics, investor relations reports, topic scans and much more.

However, because hybrid and remote work environments are now common, resource sections are increasingly popular. Having a reference section is much more convenient than wading through a giant binder packed with board meeting documents.

These digital board meeting solutions contain all the documents that a traditional board meeting binder would. Here are some items that might be available for reference:

Environmental scans
Investor relations reports (unless it’s a main agenda item)
Governance topic summaries
Executive management input
HR initiatives
Divisional reports
Insider trading reminders

Send board materials in advance

While every member of a business is important, board members clearly have many responsibilities that put a great deal of pressure on their shoulders. They may be part of other boards, so they have a lot to keep track of — especially with a crowded schedule.

So, to help them thoroughly (and easily) prepare, it’s wise to send them all meeting-relevant materials at least one week in advance. That way, they have sufficient time to review documents, and the information is fresh in their minds before the meeting.

Sending documents only a couple of days in advance doesn’t leave board members enough time to review and absorb the information.

However, sending materials at least one week in advance gives them enough time to digest the information and make any needed changes. A board portal (another digital solution) is helpful for last-minute additions or deletions because the changes occur instantly.

Set a strict time for meeting adjournment

Meetings don’t have to drag on. Once everyone’s covered all agenda items, the meeting can end.

And even if lingering questions gradually arise, it’s unnecessary to wait for them to resonate with attendees in a stuffy conference room. Board members can resolve most leftover meeting questions and answers via email or other internal communication channels, such as Slack.

Additionally, it’s best to reschedule or cancel the meeting under some circumstances:

When there’s not enough time to prepare
When there are sensitive topics better addressed in private
When you can accomplish the same goal with a different communication method, like a general meeting with select board members

Setting a board meeting agenda

Your agenda structure is the outline that every attendee will (or should) closely follow during the board meeting. Let’s go over how to structure your board meeting agenda so that you don’t miss any key items or decisions needing review.

Here’s how to structure your board meeting agenda.

Heading

Your board meeting agenda heading should list your business’s name and address. It should also include the meeting’s date, time and location.

Call to order

At the start of the meeting, the board chair announces a call to order and the current time. A corporate secretary then writes the call to order time in the minutes.

Then, the board chair gives welcoming remarks to introduce attendees. They may introduce participants personally, ask for participants to introduce themselves or read the business’s mission and/or vision statements.

Ask for agenda changes

Once the introduction is complete, the board chair asks whether anyone needs to make last-minute changes to the agenda.

If changes need to be made, the corporate secretary must amend the agenda to include new items or delete items. However, if no one requests changes, the board can approve the previous meeting minutes.

Minutes approval

“Approval of Minutes” is aligned with the most recent board meeting.

Board members should have copies of the minutes before the current meeting starts. This gives attendees the opportunity to ask questions or request agenda corrections.

If the corporate secretary didn’t receive any last-minute change requests before the meeting, they make the necessary agenda changes. Then, the board chair approves the minutes.

Reports

Now, attendees review reports. The executive director evaluates a report and provides an assessment, usually for projects and project initiatives. This is also when the board addresses a business outlook overview concerning current trends, any new initiatives on the horizon or something else altogether.

Once the executive director has assessed projects and initiatives, the head of finance presents a report. These timely financial reports outline the business’s profitability and performance over one or more past quarters, as well as a projection of its expected future performance.

Discuss old business

It may not be fun, but discussing past business is necessary. By doing so, businesses can determine what they did (or didn’t) do well and craft better solutions for the future.

However, old business can still be relevant to current or ongoing business activities, such as conferences and events.

Board meetings are great opportunities to discuss plans of execution before event dates.

Discuss new business

Of course, you must discuss new business as well.

Board meetings are ideal for planning proposals or general topics beforehand. This relates to adding new action items to the agenda and noting how to move the business forward.

Adjourn the meeting

Once board members have addressed all agenda items and no one has further questions, the meeting can end. The chair is responsible for adjourning the meeting.

And because businesses have different priorities depending on their size and area of expertise, you can customise this approach as you see fit.

Questions to ask at a board meeting

In terms of your growth strategy and business’s mission and values, your executive team should be prepared to answer questions such as these:

What is our business’s long-term vision?
What is our business’s growth plan?
What are the largest hurdles for our business?

Money matters, too. Here are some financial questions to ask about your startup’s financial state and future projections:

Do our financial and strategic plans match?
What are the assets stated on our current balance sheet?
What are our cash flow objectives, and how do they compare to past objectives?

Your company’s culture should be healthy. Here some questions to reflect upon — they’ll help you overcome obstacles and provide executive insight on employee satisfaction:

How is our executive team currently functioning?
How are we currently empowering and supporting employees?
What is our plan for gaining and retaining top talent?

Lastly, you should think about risk management. Here are some risk management-related questions to ask that ensure you quickly address and mitigate both internal and external risks: