Board Meetings: Effective & Critical Strategic Partners or Nodding Dogs?
October 27, 2023
Good governance is the cornerstone of any good business, and that governance takes place at the board level, in the regular board meetings convened to ensure that organisations run effectively and legally, building their long-term sustainability, dealing with regulatory standards and meeting the needs of an ever-expanding list of stakeholders. In highlighting the importance of board meetings and the need for them to be effective, Simone Joyaux, an expert consultant for fund development, board development, and strategic planning, notes, “The board does governance at its meetings. In fact, the only time that governance happens is when the board convenes at its meetings.” Of course, there are undoubtedly still board meetings across the business world where the strategic and critical participation of board members is not a given, where members may act more like ‘nodding dogs’ than effective and critical strategic partners.
In time gone by, many cars had a back shelf or ledge on which sat a small model of a dog with a head set so that it would ‘nod’ up and down with the motion of the vehicle. The ‘nodding dog syndrome’, as it is often called, has been used to describe the scenario where people attend a meeting, nod in acceptance of the decisions made, but take no thinking or active part in the process. Such nodding dogs in the board meeting are a serious risk as behind so many organisational failures and losses there is a story of those who kept quiet and allowed decisions to be made without acting as the critical partner that was required of their executive role.
Effective, regular board meetings are at the core of the governance and strategic development of the business, but only if they take place with the full and committed involvement of all board members. And such useful meetings are not an accidental or haphazard outcome of chance, but are the product of careful planning, management and leadership geared to ensuring the full and active involvement of all concerned. Turning board meetings where business passes on the nod into vital and effective gatherings of engaged executives requires a range of appropriate conditions and practical arrangements.
Against each of the statements below, make an assessment of your executive board. Are the processes correctly in place, is it a critical hub of strategic partners, or do you see a talking shop with only a set of nodding dogs as members?
In effective board meetings:
The agenda is set out clearly, in advance, with necessary decisions on issues apparent before the meeting.
Appropriate, sufficient, but not excessive supporting information is provided to members, with adequate time given for them to familiarise themselves with the issues to be discussed.
Meetings are timed and organised to ensure that issues of significance that require more time and consideration take place earlier in the meeting before fatigue or distraction take their toll. Clarity of thought is vital. A sensible ‘timed-limited’ structure provides the right amount of time, especially for these key items, ensuring they are not overshadowed by ‘routine’ or ‘information only’ matters.
Attendance at meetings is monitored, with minimums set to ensure that members attend sufficiently. (A percentage minimum over a year is a good starting point.)
Following discussion of an issue, decisions are documented, with steps to be taken clearly set out and linked to named individuals, where required. A follow-up process, based on the minutes of the meetings, is in place to secure the implementation of decisions.
Meetings are run formally, with efficient conduct and focus. Procedures and the appropriate behaviours that create this environment are agreed in advance. Unconstructive arguing and prolonged presentations with irrelevant information are not allowed.
All board members are encouraged to contribute to the discussions, which should not be dominated by a few members. All participants need to be given a voice and their opinions respected.
The role of the chairperson in achieving effective meetings is critical. The European Banking Authority Guidelines (2018) state, “The chair should set meeting agendas and ensure that strategic issues are discussed with priority. He or she should ensure that decisions of the management body are taken on a sound and well-informed basis and that documents and information are received in enough time before the meeting”. A number of specific points illuminate the nature of this role.
The chair of the board needs to be a facilitator and not a dictator. This means that they take a direct responsibility for creating an atmosphere where constructive challenge and debate take place. All voices need to be heard; difficult questions must be faced; and the balance of the board must be maintained.
The chair needs to ensure the board remains focused on governance and be clear that the company’s governance code and procedures are adopted and maintained by the whole board and indeed by the entire corporate group.
The chair needs to remain separate from the CEO, in terms of their role. They cannot become a second CEO, but should always act in the role of critical friend, and ensure that the whole of the board acts in this manner.
Good governance leads to efficiency of process, effective identification of risk, better decision making, stronger strategic planning and even an improved brand image. It is robust – yet flexible, defensive – but often aggressively promotional, and unified whilst championing diversity. Let good corporate governance form the cornerstone and the firm foundation of your business or organisation through effective board meetings. You will then be ready to build a strong, sustainable, and safe structure ready to thrive in the substantial challenges that all businesses face going forward.