1. THE MYSTIQUE OF BOARD MEETINGS Topic 5

2. INTRODUCTION Corporate board to outsiders is seen as some sort of omnipotent body making profound decisions that are shrouded in mystique and secrecy. Insiders however know that Board meetings can be chaotic & complicated especially when there difficult questions to address and conflicting views and interests. Likely barriers to conducting an effective board meeting is differences in amount of information available to management members to the board versus nonmanagement board members.

3. Some influential variables that may contribute to a boards effectiveness are: a.Personality of the leaders(s) b.The board’s perspective: past vs future c.Emphasis on administrative and trivial issues Effective board meetings will take place when a board is truly deliberative, focused on the substantive and the future.

4. PREPARATION FOR THE MEETINGS The discipline of pausing periodically to reflect and summarize its plans has its own benefits for a management team Preparing for & responding to probing questions about results or plans serves to: a.Sharpen thinking b.Confirm understanding c.Identify shortcomings in reasoning to the benefit of all parties involved

5. IMPORTANCE OF EFFECTIVE STAFF WORK Effective staff provides the relevant information, frames issues and offers reasoned recommendations that are supported by analysis This material should be circulated in advance to the board members for careful study Management presentation should be balanced and fairly present the pros and cons of the viable alternatives that have been identified.

6. IMPORTANCE OF GOOD COMMITTEE WORK Boards of 6 or more members generally do the bulk of their work in committees Membership to committees is based on individual expertise Committee members should have access to both the key managers in their areas of responsibility and outside experts when needed. This close exposure to the directors can broaden the perspective of the managers and give the Directors the reality of the business situation They are required to bring to the board recommendations with sufficient logic and supporting documentation hence wide credibility

7. WORKING AS A TEAM Effective board approaches governance as a sports team All members must have confidence in each other Each should be focuses on contributing to an effective working consensus Controlling individuals make decision making very difficult, and should be avoided as they cannot function well on a board

8. MECHANICS OF MEETINGS The frequency of board meetings varies from company to company depending on: a.Size of company b.Issues being confronted c.Dynamics of the competitive situation d.Geographic location & commitment of board members Efficient maximum time between meetings should be 3 months Committee meetings are usually held a day before or on the morning of the meeting. Teleconferencing of board meetings is an emerging trend that is not as effective as face to face meeting

9. EFFICIENCY & FORMALITY The efficiency with which meetings are conducted varies quite widely Some boards are very formal very focused and task oriented while others are very informal Most boards operate between his two extremes They will meet with an agenda and decisions will be made by means of voting on a formal motion

10. ATTENDEES The directors A corporate secretary – takes the minutes Key managers to make presentations on operations or proposals It’s however not recommended to encourage staff to stay on for the entire board meetings. They should just make special presentations and leave

11. AGENDA The chairman prepares the agenda in collaboration with the CEO The CEO can also check with key directors to be sure that the agenda is appropriate E.g. of agenda items Include; a.Quorum b.Approval of agenda c.Approval of minutes of the previous meeting d.Consent items e.Committee reports and actions f.Current operations report g.Briefing on proposals h.Executive session

12. MINUTES OF THE MEETING Taken by the secretary They record all official actions of the board May include brief discussions of topics discussed and divergent points of view Minutes should be transcribed and formalized between meetings Once approved they become the official record of all deliberations and actions of board

13. THE BOARDS CALENDAR Boards typically meet after the end of an operating period The board may meet frequently if I chooses Many boards have a regular cycle through the year to deal with the planning topics Annual budget is approved near he beginning of the fiscal year

14. SUMMARY Board meetings are the means by which the directors meet their responsibility to oversee the operations of the company on behalf of the shareholders Formality in this meetings will benefit the organization as members take their roles seriously Meeting should be planned organized and conducted with due consideration for the importance of the occasion The most important roles of the board is the selection, evaluation and appraisal of the CEO