The easiest way to have a positive board meeting is to meet your financial and operational goals and do what you said you would do — simple. However, in the real world, something is always going on that has an impact on the business.
After a tough quarter, a board meeting can be negative and dark and unfriendly. It is important for everyone to recognize that we are all professionals, and the board meeting is a collaboration, not a confrontation. Management and the board are all striving for success, so let’s work together.
Based on a bunch of CEO and board positions in VC and PE backed tech companies, here is my CEO recipe for a productive board meeting (assuming quarterly meetings):
Between meetings, practice radical candor and transparency, and maintain a continuous dialog with the board. Board members hate being surprised. There is a bright line separating management’s operating role from the board’s role, but it is incumbent upon the CEO and management to keep the board informed and aware of what is going on.
A couple of weeks (or more) before the meeting, contact the board members and discuss potential agenda topics. I like an annual baseline cycle for board discussions: Q1—FY Plan, Q2—Sales/Marketing, Q3—Competition and Product, Q4—Planing for the next year, but there are always hot topics that need to be covered in addition to the base topic.
Deliver board materials in advance. That means with enough time for the board to study them. Send out materials on the prior Friday (or earlier), to provide at least the weekend for review. Preliminary materials should be entirely retrospective about what happened since the last meeting. This is the foundation for the discussion during the board meeting, and the purpose is to ensure everyone is on the same page. Speaking of page, I suggest one ‘page’ or slide per functional area of the business or topic, with no small fonts. Force managers to focus on the metrics and trends that matter, and do not allow this to be a self-promoting “what I did on my summer vacation” narrative. For every claim or number or metric, ask ‘SO WHAT?’ Why does the board care, and how will it inform them? This is not an opportunity to “show up and throw up” data. A well crafted presentation will demonstrate that management has a fine-tuned grasp of the key metrics that drive the business. The best pages show trends and explain what matters and why. No extraneous data or noise. Resist the temptation to look forward and talk about forecasts in the preliminary materials. This is background - nothing but the facts. The actual board meeting will be about the future, and the ‘now what’ discussion. Preliminary materials are facts and the history that led us to this point. It should not be a lengthy novel — for most companies it is under 20 pages. Send it out with the financial pack and any board resolutions and minutes, and include the meeting agenda, time, and place or video link.
Schedule two meetings: This may be a bit controversial, but trust me it works, particularly with PE and VC investor-led boards. If you present the financial results cold at the start of the board meeting, it can go one of two ways: if the numbers are good, numbers people tend to check out of the softer parts of the meeting. If the numbers are bad, it is all they focus on and the meeting goes downhill quickly. Schedule the actual board meeting for Wednesday or Thursday, and schedule a preliminary finance call on Monday or Tuesday for the CFO to present the results from the prior period and field questions. If you don’t have the answers, you can find them prior to the board meeting. Have the executive team participate, and use this meeting to answer clarifying questions about the preliminary management materials. Doing all of this in advance of the board meeting lets everyone get grounded in the facts and prepare to be productive during the actual meeting.
Board slides are separate from the preliminary materials. Their purpose is to support the board discussion. The board has already seen the preliminary materials, don’t waste board time rehashing them. Hold the board meeting slides until the meeting. Again, this is controversial, but it works. If you send the slides out in advance, everyone reads ahead without the benefit of the narrative. The worst pattern is to send slides in the middle of the night prior to the meeting — disaster! My recommendation is hold them for the meeting and use them to ‘support’ your board discussion, not to ‘be’ your board discussion. You can send them around after the meeting.
In nearly every board meeting I have been a part of, the sales forecast is the opening act. The preliminary materials already delivered the facts about what happened during the quarter, but this is an opportunity for more color and discussion. The focus, however, should be on the forecast and what the company is doing to ensure success. Concentrate on moving forward, not hand-wringing about what happened in the last 90 days. Facts are facts, now let’s move on together.
Avoid letting the meeting turn into a stage performance by the management team - the classic dog and pony show. Make the meeting a collaborative discussion. If the preliminary materials did their job, the board is prepared for discussion, so do not just rehash the facts. The CEO should lead the discussion, but not dominate it. Provide space for executives to own their domains. It is a style question about who participates from the exec team and for how much of the meeting, but everyone does not have to get equal airtime. Board presentations should be in service of the agenda topic, and not a stage to present what was already sent out in the preliminary materials.
Schedule a portion of the meeting for the CEO to meet with the board without other members of the executive team present. It is a time for candor without the management audience present. The CEO and the board can discuss the business, the team, and other sensitive topics that may not be appropriate for the rest of the execs.
Make time for the board to meet without the CEO present. This is called an executive session, and the purpose is for the board to gather its thoughts and feedback for the CEO so they can speak with one voice. At the end of the executive session, the CEO should rejoin and one board member should speak for the board and provide feedback. Manage the clock throughout the meeting so there is time for this important step. Too often, meetings run long and board members are unable to stay for the executive session. Avoid this behavior, and call it out if necessary.
Lastly, the CEO needs to acknowledge conclusions, requests and action items coming out of the meeting, and confirm them in writing back to the board. This is the “I heard you, and we are on it” step. Invite board members to respond and comment on your summary. Boards tend toward amnesia from one meeting to the next. It is up to the CEO to be accountable and to help the board ‘remember.’
One of my favorite lines came from a fellow CEO, Flint Lane. He said that boards should be a weapon, not a problem. Consider how each board member can assist the company, and ask for (demand?) meaningful participation. Some of the most productive meetings I ever had were the ones where I gave the board homework and asked them to come to the meeting with a point of view to discuss. It is up to the CEO to make sure the board has knowledge and background, but collaboration is a two way activity and a productive board meeting requires participation.