Board meeting: how to prepare, run and follow up

The agenda went out late, half the board pack arrived the evening before, and the meeting spent its first hour on updates everyone could have read. The decision the board was there to take got ten minutes at the end. Most bad board meetings fail before they start. This guide covers the three stages of a board meeting: preparing it, running it and following it up.

What a board meeting is for

A board meeting is where the board takes its decisions together. Individual board members can prepare, ask questions and argue a case. But the board decides as a body, at a meeting or in a form its rules allow between meetings.

The rules differ by country and by type of organisation. A UK company follows its articles of association. For a limited company formed since 1 October 2009, the Model Articles, the standard articles under the Companies Act 2006, apply by default as far as its own articles don’t exclude or change them. A charity or other nonprofit follows its governing document and the law that applies to it. Check your articles or governing document before you change how your board works. This guide is general guidance, not legal advice.

Before the meeting

Agree the agenda. The chair sets the agenda, usually with the company secretary or whoever supports the board, and with the chief executive where there is one. Mark each item for decision, for discussion or for information, and put a time against the bigger ones. Our board meeting agenda template has the usual running order.

Send the board pack in time. The board pack holds the agenda, previous minutes, reports and a board paper for each decision. Our guide covers what to include and when to send it.

Write board papers that ask for something. Every item for decision needs a short board paper that says on its first page what the board is being asked to decide. Detail goes in an appendix.

Check who’s coming. Confirm the meeting will be quorate, and line up anyone presenting an item. Guests such as the auditor or an adviser usually attend for their items only.

During the meeting

Open with the formalities, briefly. Record apologies, confirm that the meeting is quorate and take declarations of interest. Then approve the previous minutes and go through the open actions.

Put decisions before updates. Reports that members have already read don’t need presenting. Ask for questions instead, and move on. Protect the time for the items where the board has to decide.

Chair for the decision. Keep the discussion on track, make sure everyone is heard and bring in the quiet members before the talkative ones. Before moving on, summarise the decision in words the minute taker can write down.

Handle conflicts in the open. A member with an interest in an item says so at the start. How the board handles it, and whether the member takes part, depends on its rules.

Record the decision and the reasoning, not a transcript. The minute taker notes attendance, declarations of interest and how they were handled, the main points the board considered, each decision in full, any vote or dissent, and the actions agreed. Our guide to board meeting minutes covers how much detail to keep.

Decisions between meetings

Some matters can’t wait for the next meeting. Your rules may let the board decide in writing in between. Under the Model Articles for private companies, the directors can decide without a meeting when all those entitled to vote indicate that they agree, as long as they would have formed a quorum at a meeting. The company must keep a written record of the decision. Keep it with the board’s records and add it to your decision log, so it isn’t left in an email thread.

After the meeting

Circulate the draft minutes soon. The draft is easiest to get right in the first few days. Approve the minutes in the way your rules allow, often at the next meeting, and have them signed. The board meeting minutes template follows the agenda item by item.

Turn the follow-up into actions. Write down each piece of follow-up as an action, ideally with an owner and a due date. Keep the actions in one list the whole board can see, not in the chair’s notebook.

Start the next meeting from the open actions. The next agenda opens with what’s still outstanding. Over a year, an annual plan fixes the recurring items in advance: the budget, the annual accounts, the risk review and the board evaluation.

How Hippoly helps

In Hippoly you build the agenda in the agenda builder and attach the materials to each item, and the agenda with its attachments is the board pack. The notice goes out by email with a calendar invitation, and you can see who has accepted. During the meeting the secretary writes the minutes straight from the agenda. Once the board has approved them, you send them for e-signing, and the signed PDF is filed in the meeting folder.

The follow-up goes into actions, with an owner and a due date if you give them one. The annual planner sets out the board’s year. Read more about meeting management in Hippoly, or book a demo to see it.