Tuesday, April 22, 2008

Now There are Four distinct Board Meetings to Hold

Boards meet. If there were to be no meetings, we would not need boards but a dictator or strong executive. What I mean is, the diversity of a board bears fruit in meetings where particpants are face-to-face in candid communication.
Today, there are several types of meetings boards can have. Here is an outline of four: business, special, executive, and independent directors meeting.
First is the traditional and ubiquitous Business Meeting. This is the meeting boards hold regularly with an agenda of debate, discussion and decisions. Special meetings are business meetings conducted off schedule. Special meetings are most often held because the Board did not finish its business at the regular business meeting or because there is a special discussion or decision required between regularly scheduled meetings. The later is most common when regular meetings are less frequent than monthly.
Executive Sessions are meeting of the board excluding the usual management guests. The most common reason for executive sessions is for the board to talk about, and make decisions about, their direct report -- the executive director/CEO.
The newest board meeting on the landscape is the independent directors meeting. Emerging from the Sarbanes-Oxley Act, this meeting is recognition that corporate boards typically include directors from the ranks of management. Thus, the independent directors meeting is intended to exclude the people who also hold management positions. The absence of managers permits directors to ask questions hey hesitate to ask in front of the experts. Peer discussions may be much more open and the forum allows the independent directors to bring up even the smallest of issues regarding management, when in the formal business meeting, one would not launch a management performance issue until it is more extreme, and then maybe, too late to rectify.
Here is an excerpt from my model Governance Policy Manual (http://danclark.com/products/BdGovPolicyManual.htm), for use by any organization to differentiate their meetings:
Business Meeting: The Board’s business meetings are effective and efficient at discussing big-picture, over the horizon issues, and decisions. The Board wants to make the best of the Board’s power and wisdom while meeting with management’s expertise.
Special Meetings: When the credit union needs Board action between regular business meetings, the Directors will focus on the specific actions noted in the meetings’ call. Minutes will record the actions.
Executive Meetings: The Directors will focus their attentions on the agenda of discussions and actions that the Boards needs to take when only Directors are present. Minutes will record the actions.
Independent Directors Meetings: Directors who are not also employees of the credit union meet with no others present for edification born of candid peer discussions and mentoring. The Board will make no decisions at this gathering. No one will make an official or unofficial record.

Here’e hoping that by holding meetings for uique purposes, your organization benefits from the clarity of purpose.

1 comment:

Anonymous said...

I just came across your blog. Thanks for the post - I plan on spreading the word about your blog at our next board meeting. I do a blog for cu members from the board at www.theboardcast.net