Category Archives: Do & Review

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Do & Review, Executive Reviews, Governance

The Secret to Creating a Productive Private Company Board of Directors

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Successful, fast-growing private companies often struggle with how to set up and operate a high-functioning board of directors. What tends to evolve is a group of well-intentioned people that meet every few months for a couple of days to learn about all the great things the company is doing instead of having a crisp discussion about how the company is performing relative to its board-approved plan and how it is progressing on that year’s strategic initiatives.

While it’s important for fast-growing successful privately-owned company corporate boards to have a diverse board of directors that includes outside directors who can provide an objective perspective and help ensure that the board is not dominated by family members, establish clear governance policies and procedures that outline the roles and responsibilities of board members, and have regular board meetings that are well-organized and focused on the company’s strategic goals, there are also some best practices that can help maximize the value of the board’s meeting time.

In this post, we will share some of these best practices and provide a template for an effective board agenda.

The Board Agenda

The board agenda is the key tool for ensuring that the board meeting is productive and efficient. The board chair should send out the agenda four to five days before the meeting with a request for any additions, deletions or corrections. The agenda should be clear, concise, and relevant, and should focus on the company’s performance relative to the board-approved plan, progress towards achieving strategic goals and objectives, and any urgent issues.

A well-formulated agenda should also follow these guidelines:

  • Meetings should be three hours or less. Longer meetings tend to lose focus and energy, and shorter meetings may not allow enough time for meaningful discussion.
  • No big decisions should be made on new items in the meeting in which they are first introduced. New items should be presented for information only, and then discussed and decided in the next meeting after board members have had time to review and reflect on them.
  • Advance material should be made available about two days in advance of meeting for all topics. This allows board members to prepare for the meeting and avoid wasting time on presentations that could have been read beforehand.
  • Allow some time before and / or after the meeting for personal interaction and socializing. This helps build trust and rapport among board members, which can improve communication and collaboration during the meeting.
  • Record Action Items, Decisions, and Insights as they occur in the meeting. The CEO edits and distributes the record a day or two after meeting for review, comment, and the record.

The Board Agenda Template

Here is a board agenda template that follows the best practices mentioned above:

  • 10-min: Call to order and administrative matters (approve minutes from last meeting, bylaw updates, etc.)
  • 15-min: CEO overall summary report on the State of the Business
  • 20-min: Discussion of financial performance relative to plan
  • 20–40-min: updates and discussion on each of up to three of the most important strategic initiatives and / or committee reports.
  • 10-20-min: Walk-on items
  • 5-20-min: Discussion of topics for upcoming meetings
  • 5-min: Adjourn and remind about next meeting date and location

This template provides a general framework for ensuring that the board meeting covers the most important topics in a timely and effective manner. Ir can be adapted to suit the specific needs and preferences of any board.

Conclusion

Setting up and running a high-functioning board of directors for fast-growing private companies can be challenging, but it can also be rewarding. By following some best practices for creating and executing a board agenda, boards can ensure that they are providing valuable guidance and oversight to the company, while also fostering a positive and productive relationship with the management team.

Sources

 About The Author

David Halwig, IntelliVen Co-Founder and President of Mid-Atlantic Region, provides strategic management consulting and advisory services to leaders whose organizations are at critical inflection points. David helps improve governance, leader development, strategic planning, and risk management. He also has substantial experience with merger and acquisition strategies, valuation, and transition approaches.  

Connect with David on LinkedIn

Do & Review, Manage to Lead

How to Run Operating Meetings

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A CEO Manage to Lead participant put it this way:

“It’s easy to make great progress when you aren’t doing much in the first place,”

when commenting on the lift in performance experienced after tweaking the approach to running his organization’s weekly Operating Meeting.

The motivation was to stop wasting countless hours discussing philosophical and theoretical matters that had little-to-nothing to do with operations and that kept them from getting important work done in their operating meeting up to that point.

The point of his Haiku-like phrase is that it is not hard to run an organization better…but you do have to work at it.

Every meeting needs to be thought through to get clear why it is being held, what it is to produce, how it will be accomplished, and what outcomes are to be generated (see: How to Run a Great Meeting).

A good approach for Operating Meetings is for the organization’s leader (e.g., CEO, unit leader, initiative leader, project manager, etc.) to have each functional leader (e.g., head of engineering, head of marketing, etc.) present in literally just a few minutes:

Do & Review, Manage to Lead

How to connect the Top-of-the-House to the FrontLine

When top leaders are informed, thinking critically, and engaged enough to provide guidance and direction, things tend to go pretty well. That is, things get done better, sooner, and more smoothly when leaders pay attention. This note describes an efficient way for top leaders to get and stay up-to-speed, see and understand what is going on, ask questions and think critically, develop a point-of-view, and provide advice and guidance on their organization’s most important functions, projects, and initiatives.

Nearly all of the things that cause activities and initiatives to go off track (see Kotter’s list of eight reasons initiatives fail) could be averted if someone in a position of authority had been involved enough to give guidance along the way.  It is hard, though, for leaders to stay sufficiently engaged even in the most important activities and initiatives because it takes time and focused attention that is easily diverted to other urgent matters.

It Pays to Pay Attention

There are a lot of reasons why a given activity or initiative might be considered important.  For example, it may be relatively large; risky; involve skills, technology, and methods that are new to the organization; have the potential for great leverage in terms of intellectual property development, revenue generation, cost savings, or skill development.  When an activity or initiative is important, it is also important that the effort stays on track, on time, and on-budget!

The best way to ensure on track, on time and on-budget performance are for top leaders to regularly review with those responsible for completing the activity or initiative how things are going.  Doing so provides an opportunity for:

  • Activity and initiative leaders to step back from the press of day-to-day in order to pull together a consolidated picture of what they are doing to share with others in a safe environment, to challenge their thinking, and to provide advice and counsel on strategy, focus, next steps, and to provide guidance, ideas, and resources that can be brought to bear so as to increase the odds of success.
  • Top leaders to stay in touch with what is going on with frontline activity. Any important activity (e.g., delivery, sales, development, marketing, strategic initiatives, etc.) should be reviewed regularly to keep leaders informed about what is going on and for leaders to efficiently provide guidance and direction, consolidate insights across activities, and to drive cross-sharing of resources, insights, and ideas in the best interest of the organization as a whole.

Informal communication on progress is not enough. Neither are occasional one-on-one chats.  It is important that those in charge of the function or initiative need to be asked to prepare to brief others on their efforts in a scheduled forum where the activity or initiative is the only agenda. Even better is when others from across and outside the organization with a stake in performance or with relevant past experience and knowledge are also in attendance.

Review Agenda

  • what we said we’d do
  • what we did
  • what happened
  • what we learned

  • what we plan to do next

Leaders set the tone for reviews to ensure that they serve their intended purpose (see: Review POAD) and that they are not done just for the sake of it and to be sure they do not become a “show and tell” exercise.  Reviewers must make it safe for those whose work is being discussed to embrace the process and seek input from participants because what is being reviewed is what the organization does and deserves input from the best the organization as to offer.

Leaders ask questions to:

  • Draw out clarity
  • Give advice

A review is an efficient and smart way for leaders to keep close to what is really going on and to increase the odds that important work gets done well.  Reviewers must not look to find fault or assign blame.  Instead, they strive to understand what is really going on and to find the best way to improve performance and learn the most.

Reviews also:

  • Provide visibility for key staff.
  • Create high-stakes circumstances that push up performance.
  • Create a forum for executives to model the behavior they want others to emulate.
  • Reveal important lessons and insights to share with other teams and initiatives.

Reviews are successful when:

  • The Project Manager (PM) and the project team feel:
    • They have successfully stepped back from the press of the usual day-to-day to pull together what they are doing into a consolidated whole and shared it with a team of supportive professionals who themselves have reviewed advance materials, showed up, paid attention, participated, and supported the team by challenging its thinking, offering the best advice, and providing access to resources that can be helpful (such as written materials, outside experts, training, and time that will help improve performance).
    • That the preparation process, the review meeting itself, and the follow-up will help them achieve project objectives better, faster, and more smoothly.
  • Management is enlightened with respect to what was reviewed; specifically, what is working, what is not, and what needs to be done and learned as a result
  • The organization’s best ideas, thinking, resources, and skills have been brought to bear.
  • Participants feel:
    • Supported, appreciated, enlightened, engaged, heard, and respected.
    • Appropriate next steps have been lined up in the face of the realities and understanding reached.
  • The PM understands and internalizes:
    • The group’s best thinking in terms of what can be done to most improve performance and/or lower risk and is committed to making that happen
    • The top few actions necessary to follow through
    • What others will specifically do to support these efforts.
    • An open discussion of status leads to the fertilization of ideas across the organization.
  • Top leaders collaborate in support of the PM on front-line work.
  • The work is completed successfully or it is going so well that reviews are no longer needed to ensure success!

Related Posts

8 Reasons Why Reviews Under-perform

Notes and Tips on how to Run a Great Meeting.

Meeting Record

Editor’s note: Updated for 2020, originally posted March 2012.

Do & Review

Better Risk Data: Regulatory Mandate and Strategic Opportunity

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Ray's coverBackground

It is well known that firms with inadequate systems for managing risk are liable to suffer serious breakdowns that interrupt operations and cost the companies dearly in terms of fines, remediation efforts, and damage to their reputations. But firms’ risk management systems are only as good as the data fed into them. What of firms that pay attention to the wrong metrics, employ error-prone data-collection practices, or rely on otherwise misleading data to manage their risks?

Approach

Better Risk Data: Regulatory Mandate and Strategic Opportunity, an article written by Promontory Financial Group’s Ray Strecker, Yoko Otani, and Stacy Coleman,  focuses on U.S. and global banking regulators’ increasing expectation that financial firms bolster their risk management by improving how they collect, manage, and assess data. But these best data practices for the financial sector are broadly applicable to firms, in every industry, that need to negotiate complex risks. This article demonstrates that firms should incorporate forward-looking, data-driven risk assessments into their routines of doing business.

Bank regulators like the Financial Stability Oversight Council, Basel Committee on Banking Supervision, Federal Reserve Board, and Office of the Comptroller of the Currency have suggested that financial firms need to improve how they aggregate and report risk data. Many of these banks are attempting to meet the regulators’ requirements by building a series of one-off processes and systems. That approach can lead to a patchwork of partial capabilities that may leave firms farther adrift from the goal of having the authoritative, consistent information they need.

This article explains why financial and other institutions should aim for a comprehensive approach to managing risk information. Well-designed systems for gathering and assessing risk data will satisfy and surpass regulatory requirements. Continue reading Better Risk Data: Regulatory Mandate and Strategic Opportunity →