Conducting meetings

In conducting your meetings, there are a number of things to bear in mind in order to ensure maximum effectiveness and proper decision making. Let’s look at each of them in turn.

Environment

It sounds like a simple point, but ensuring that the meeting environment is comfortable and conducive to the business to be transacted should not be underestimated as a contributor to its success.

• Seating arrangements for the board and any members of staff delivering presentations or invited to attend should be given due thought
• Minimise external noise and distraction
• Ensure participants can access water (or tea/coffee)
• Provide a break if the meeting is longer than a few hours
• Access and audio-visual requirements should be appropriate for the number of people attending
• The table should be arranged so that the chair (and governance lead) can see all participants and acknowledge any board member seeking to ask a question
• The governance lead may sit close to the chair in order to provide technical guidance and seek clarification without unduly disturbing the meeting

Care should be taken to ensure that the meeting venue and its facilities are accessible to all board members, with particular consideration for those with specific requirements, and that all board members can see or hear all discussions and information and participate fully in the proceedings.

Of course, with recent COVID-19 restrictions, board meetings may be required to be held online via the use of software such as Zoom, Teams or others suitable your organisation. The organisation will need to ensure that all participants have the appropriate equipment and are comfortable with the platform to be used. For more on this, see The Chartered Governance Institute’s guidance on virtual board meetings.

Quorum

The quorum is the minimum number of representatives required – usually set out in the governing document – in order to legitimately conduct the business of the organisation and make decisions on behalf of stakeholders. The governance lead should be available to advise the chair as to whether the meeting has reached its quorum and can therefore be viewed as a legally constituted meeting for the purposes of the organisation.

The governance lead should be alert to ensuring that the meeting remains quorate throughout, especially with regards to board members leaving the meeting for formal and informal purposes, and for those matters where a conflict of interest policy applies. This is perhaps an even more important task in a virtual environment where it can be less straightforward to track the number of members in attendance at any given time.

Chairing skills

Ensuring that a meeting starts and finishes on time is a task that requires great skill from the chair in keeping the meeting moving while remaining focused on the business to be transacted. The success of a meeting can be influenced heavily by the actions of the chair, and the skill required to lead and facilitate a board meeting should not be underestimated.

A good chair can facilitate an effective meeting by:

• focusing on what the meeting must achieve and gaining commitment to the agenda
• establishing the ground rules for the meeting (this could include a code of conduct which may be supported by a meeting etiquette policy)
• using a formal style (timely, focused, maintaining gravitas)
• being inclusive and non-partisan, allowing board members to participate and ensuring that all board members’ thoughts are invited and heard
• offering an overview of the task but avoiding beginning with their own view or questions
• steering discussions in a structured way
• managing time and personalities
• testing comprehension of the arguments and materials put forward in the discussions
• paraphrasing and checking back
• building on contributions to reach consensus
• summarising and repeating actions to be taken before moving to the next agenda item

Where timed agendas are used the chair should have sight of a clock or watch (e.g. placed in front of the chair rather than behind them) throughout the meeting.

It may be an option to not discuss in detail those items that are for ‘information only’, but rather to provide an opportunity for questions and points of clarification. Assuming that each board member has read the meeting pack, there is little need for the person presenting to go through their reports in any detail; highlights and any new information that may add to the discussion should be all that is required before questions are asked and the discussion begins.

Managing meeting interruptions

If, for any reason, a member needs to leave the meeting early or temporarily they should advise the chair beforehand. The chair can then make a decision as to whether to change the running order of items on the agenda to make sure a meeting remains quorate for those that require a decision or formal approval or to ensure that the departing board member is present for those items which would particularly benefit from their input.

Meeting preparedness

Board members need to make sufficient time to attend meetings, but they also need to prepare for those meetings. Inevitably this will involve being well informed about the organisation and having a strong command of issues relevant to it. Effective board members will seek constantly to develop and refresh their knowledge and skills to ensure that their contribution to meetings and to the organisation remains informed and relevant.

Because of the importance of the process of decision making – and their legal duties – board members should insist on accurate, clear and comprehensive information being provided sufficiently in advance to enable thorough consideration of the issues prior to meetings and informed debate and challenge during them. This does not include discussion of agenda items with other board members outside of the formal board session, as this could be seen as political manoeuvring and attempts to build coalitions of support for particular points of view. This can lead to a negative and secretive culture and should be avoided in favour of open, transparent and robust board discussion.

It may become clear that individual board members are not fully prepared for meetings, for example if they ask questions that are answered in the papers presented or otherwise do not contribute fully to the meeting or are distracted by electronic communications throughout the meeting. If this is a behaviour that arises at each meeting, the chair may deem it appropriate to speak to the individual, seeking the underlying problem and find a solution. If the board member concerned is unable to commit the time required in preparing and attending meetings, then they should consider their position.

Meeting behaviours

Research undertaken in light of the financial crisis, in response to the Walker Review, highlighted that boardroom behaviours played an integral role in the governance weaknesses exposed. The report stated that good practice in this area may be characterised by:

• a clear understanding of the role of the board;
• the appropriate deployment of knowledge, skills, experience and judgement;
• independent thinking;
• the questioning of assumptions and established orthodoxy;
• challenge which is constructive, confident, principled and proportionate;
• rigorous debate;
• a supportive decision-making environment;
• a common vision; and
• the achievement of closure on individual items of board

The degree to which these behaviours can be delivered is shaped by a number of key factors:

• the character and personality of the board members and the dynamics of their interactions
• the balance in the relationship between the key players, especially the chair and the chief executive, the chair, chief executive and governance lead, the chief executive and the board as a whole and between board members and senior managers
• the environment within which board meetings take place
• the culture of the boardroom and, more widely, of the organisation

These issues apply equally to sports bodies in their decision-making arrangements and organisations should consider how they can instil appropriate behaviours within their governance arrangements.

Meeting etiquette

Adherence to proper meeting etiquette fosters productive discussion.

Board members should act with independence, rigour, integrity, probity, honesty, mutual trust and display high standards of conduct. Agreeing a meeting protocol or formal policy outlining an acceptable etiquette may be one way in which to begin to establish a positive culture and the mutual respect required to conduct successful meetings.