Board Meeting Etiquette: What to Expect and How to Prepare

Once you achieve a board seat, the next challenge you will face is onboarding and becoming an effective board member in meetings. Unlike other executive roles, onboarding as a new board director is often heavily dependent on relationship-building, fostering connections outside of official meetings, and boardroom etiquette. These elements will be decided by the type of board and stage of company, as well as the existing board directors. Rapport and relationships aside, as a board director, it’s critical that you understand the rules of governance and how they play out in a meeting setting.

Preparing for a board meeting

Adhering to a certain etiquette allows for mutual respect and productive meetings. It applies not only to the meeting itself but also to everything in between — most importantly, coming prepared to the meeting. You’ll need to carve out time (which may be during the workday, also requiring you to take time away from your primary job) to attend the meeting and block out several hours of time to prepare for it. Today’s board directors are expected to be quite prepared — to understand the business, its model, know the finances, and have a pulse for the happenings across the employee base and clients. Additionally, it’s critical to understand stakeholder feeling, including how investors are perceiving business performance, and the media and community response to company actions.

The secretary of the board also serves as an information-gatherer. Not only do they take minutes during the meeting, but they should also be able to share past meeting minutes, company financials, and any other relevant report. You may be asked to view these documents through a software referred to as a board portal, which can make it easier to share information.

Regardless of in-person or virtual meetings, be on time, get comfortable, and be prepared to be an active, engaged listener.

The boardroom agenda

Ideally, you receive an agenda at least a week prior to the meeting. The agenda is typically prepared by the board secretary. You’ll be asked if you have any other items to discuss. Note that at startup boards or smaller companies, you may not receive a very formalized agenda in advance (remember, every board has its own culture and procedures); however, an agenda allows for ample preparation time, a thoughtful and productive meeting, and ensures questions can be organized well in advance.

There’s no need for agendas to be lengthy. Rather, a simple list of agenda items will suffice. You’ll note that it will likely include committee presentations, C-suite executive reports, financial updates, and time for open discussion.

Board meeting voting protocols and Robert’s Rules of Order

When board directors vote, they must do so as a representative of shareholders. Private interests — including investments — should not play a role in board voting. While many issues are socialized or discussed outside of meetings, board directors must remember their fiduciary duty and examine all angles of an issue or topic.

If you’re not familiar with Robert’s Rules of Order, it’s a standard protocol for managing board meetings which dictates how boards vote. Most boards use this protocol. Familiarize yourself with it and be prepared to enforce it as part of your board director responsibilities. Robert’s Rules of Order also dictates the hierarchy of board motions and the order in which those motions occur.

A motion occurs when there is a need to take a stance on an issue. When motions arise, another board director may “second” it. Then, an official board vote will occur. This is when the Board Chair will ask for yea or nay votes. It is the Board Chair who will determine exactly how you vote — meaning by voice, by raising your hand, by ballot, etc.

The protocol, like Robert’s Rules, also decides on the quorum for board votes. A quorum is the minimum number of voting members who must be at a meeting to conduct business.

Other tips on boardroom etiquette

Remember, learning about your board’s norms and culture is an important part of your onboarding. However, the following tips are generally good to follow on any board, especially as a new board member:

  • Be considerate of time. Show up on time, end the meeting on time, and make your best attempt to keep your discussion succinct to allow room for everyone to speak.
  • Avoid interruptions. Wait your turn to speak — often, listening reveals opportunities to ask thoughtful, pointed questions. Also, as with any meeting, remember to silence your voice and, if dialing in virtually, ensure you’re in a private, quiet space.
  • Don’t be afraid to discuss etiquette and conduct with your fellow board directors. Some boards place conduct on their annual evaluations; others may add it as an agenda item to ensure consensus.
  • It’s okay to disagree, but do so politely. Remember why you were asked to join the board — you are there because your opinion and expertise is valued. You’re not expected to agree with every statement or perspective shared at the table; you are expected to represent shareholder and stakeholder interests, and to ask intelligent and thoughtful questions.

Prepare for the boardroom with Athena

Athena is an executive learning community for top women leaders. Athena helps senior leaders enhance their business acumen, understand the latest business issues, and gain expert advice from other senior leaders. From incredible live and on-demand learning to exceptional coaches, Athena can guide you every step of the way to the boardroom, from crafting your personal value proposition to onboarding as a new director. Learn more about becoming a member of Athena here.

Originally published at https://athenaalliance.com on June 15, 2022.

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Activating the connections, knowledge, & opportunities women executives need to lead at their highest level of impact. Learn more: athenaalliance.com

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Athena Alliance

Athena Alliance

Activating the connections, knowledge, & opportunities women executives need to lead at their highest level of impact. Learn more: athenaalliance.com