Board Effectiveness

Talking with Your Board

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Talking with Your Board

Leading effective discussions at board of directors meetings. Great board discussions elevate board decision-making.

You followed the advice in our last blog. You prepared a dynamite briefing piece (usually a deck) for the upcoming board meeting. Your deck included the information your directors need for informed deliberations and decision-making. You posted your deck to your board’s board portal — well before the board or committee meeting so they had time to read and consider it.

Now, as promised, we offer some suggestions to help you elevate your directors’ engagement and impact at the board meeting.

Assume that your directors have read your deck before the meeting. That assumption enables you to strive for less presentation, more discussion. Discussion is what allows your company to benefit from your directors’ varied experiences and perspectives. No need to replay your briefing deck you sent directors to review.

Be aware of meeting logistics and dynamics. Because of COVID, boards are not sitting at huge tables while “presenters” stand behind podiums. Most if not everyone will be participating virtually.

Likely, your board and management has developed agreed upon practices for not talking over each other during discussion. Respect those practices.

Set up the board’s discussion.

  • Say why the topic for discussion warrants board attention.
  • Say what you are asking the board to do.
  • Summarize management’s perspective.

You might start off by saying something like…  

“Annually, the board reviews and approves the company’s capital plan. Part of that process is consideration of  our dividend and share repurchase policies.

“The board must decide how best to return capital to our shareholders using dividends, share repurchases or some combination of those two. In our deck, we described four alternative approaches for the coming year. In sum, those are:

  1. Maintain both current dividend policy and share repurchase rate
  2. Increase current dividend policy and maintain share repurchase rate
  3. Maintain the current dividend policy and increase share repurchase rate
  4. Increase both dividend and share repurchase rate

“Today, we are asking for your input on the relative merits of those four alternatives. Based on your discussion today – and your input on the balance of the capital allocation topics discussed today, we will submit a final capital plan for approval at your next meeting.”

Speak in Plain Language. Use short, clear sentences and active voice. Decode acronyms.

Provide Context. Say something like… “As you recall from the March meeting, we are significantly increasing investments in plant and equipment during the coming year. Our dividend and repurchase policies need to take that into account.”

Be visual. Hopefully, a page in your deck graphically captures your recommendation or alternatives nicely, ask your directors to look at that page as you describe management’s recommendation or alternatives.

Generally, if you did a good job on your briefing deck, you do not need a separate presentation deck.

Prepare for questions. Typical director questions might touch on these topics:

  • How does what you are proposing compare to our peers/competitors’ practices? Do your benchmarking ahead of time!
  • What assumptions underlie your recommendation? Your briefing deck should cover those. Refer directors to the relevant page in your deck, summarize quickly, then ask what aspect you can clarify or expand.
  • How have you assessed risks? What will you do to mitigate them?
  • How does your recommendation advance your company’s long-term goals/strategy or address the crisis at hand?
  • What are current investors expecting? Will this direction help us attract our optimal investors?  
  • What legal considerations apply to the situation being discussed?

Invite questions and discussion. It may be harder to manage Q&A and a wide-ranging discussion in a virtual than live meeting. Nonetheless, try to engage as many directors as you can. Be open to challenges; that is part of a director’s role. Encourage directors to talk with each other as well.

Summary:

  • Great briefing materials can significantly elevate your board’s meetings and decision-making, and its overall effectiveness.
  • Great board discussions elevate board decision-making.

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