In excerpts from his new book, Boardroom Excellence: A Common-Sense Perspective on Corporate Governance, author Paul Brountas answers our questions on how to run clear and concise board meetings.

Who should develop the agenda for a board meeting?

If there is a nonexecutive chairman of the board, or if the board has appointed a lead director or presiding director, that person should seek recommendations from other board members and work with the CEO to develop the meeting agenda. If the board does not have a lead or presiding director, the board should designate a director to perform this function. A similar procedure should be followed for producing committee agendas, with the committee chair, the CEO, and senior management collaborating to develop appropriate agendas.

What information should be included in pre-meeting packages?

The packages delivered to board members before the meeting should provide important data regarding the corporation's past and projected performance (including charts, graphs, memos, reports, recommendations, and analyses) to assist the directors in evaluating management's proposals.

How much pre-meeting information is too much?

Pre-meeting materials are often assembled in multiple heavy, thick binders that, when stacked together, can reach a height of 6 inches to a foot. Even the most conscientious director is put off by the sheer volume — not to mention the frequent irrelevance — of the pre-meeting paper that directors are expected to read and comprehend. If you want directors to be prepared, avoid information overload and focus on content and relevance.

What are the most effective visuals for board meetings?

PowerPoint presentations have become the universally accepted visuals. But instead of containing one or two pages of concise bullet points, presentations have grown to dozens of slides of heavy text that the presenter reads word-for-word, as well as charts and graphs that are impossible to read or decipher. What you need are relevant, focused slides that zero in on the issues that the directors need to know to effectively perform their oversight function and to assist management in achieving their objectives.

How frequently should you hold board meetings?

Many boards hold two-day meetings four or five times per year. Those that meet from 9 a.m. to 3 p.m. once each quarter may need to add two or more meetings per year to get their business conducted.




Paul Brountas, author of Boardroom Excellence: A Common-Sense Perspective on Corporate Governance, is senior counsel at the law firm of Hale and Dorr LLP, Boston.