How to Host an Effective Closed Board Meeting (5-Step Guide)

  • By: Adam Wire
  • March 16, 2023
Closed board meeting
Reading Time: 5 minutes

A closed board meeting is a special meeting to discuss issues in a private setting. Learn how to maximize time during closed meetings.

When sensitive matters need to be discussed, a board of directors might call a closed board meeting. This allows the board to freely discuss and make decisions without the public present.

When holding a closed board meeting, it’s important to take advantage of the time and work efficiently and effectively. That means board members must prepare for the board meeting. Read on to learn why boards might call closed meetings and how to prepare for one.

What is a Closed Board Meeting?

A closed board meeting is a gathering of a company’s board of directors that is not open to the public or other stakeholders. The primary purpose of a closed board meeting is to ensure sensitive information remains confidential. 

Sometimes a board will host a meeting with an open session and closed session instead. This allows for the meeting to be open to the public for a portion. Then, the public is dismissed for the closed session. 

Some of the foundational topics that may be discussed during a closed session or closed board meeting include:

Financial Performance

The board may review the company’s financial performance and discuss ways to improve profitability. They may also review the company’s budget and discuss any changes that need to be made.

Strategic Directions

The board may discuss the company’s long-term strategic objectives and how to achieve them. They may also review the company’s progress toward achieving its strategic goals and discuss any changes that need to be made.

Corporate Governance

The board may review and discuss the company’s corporate governance policies and procedures. This may include topics such as board composition, board roles and responsibilities, corporate ethics, and disclosure requirements. This provides a good opportunity to review governing documents and make any needed adjustments.

Risk Management

The board may review and discuss the company’s risk management policies and procedures. This may include topics such as insurance coverage, financial risk, operational risk, and legal risk.

Executive Compensation

The board may review and discuss executive compensation packages. This may include topics such as salaries, bonuses, stock options, and other incentives.

Corporate Social Responsibility

The board may review and discuss the company’s corporate social responsibility policies and initiatives. This may include topics such as environmental sustainability, community outreach, and diversity and inclusion.

Closed board meetings are necessary to protect the interests of a company and its stakeholders. By keeping sensitive topics and discussions confidential, especially those that involve legal counsel, a company can strategically plan for the future without worrying about the repercussions of public knowledge.

Free Tool

Efficiently track and document board decisions with our Meeting Minutes Template

How to Host an Effective Closed Board Meeting

A closed board meeting follows the same format as any other board meeting. By using a familiar format, the meeting flows smoothly, allowing board members to make the most of the closed meeting. Here are the steps for how to run a board meeting:

1. Prepare and Distribute Meeting Agenda

To ensure the meeting runs smoothly and efficiently, it’s important to properly prepare and distribute a meeting agenda. A meeting agenda should contain all the necessary topics and activities that will be discussed and addressed during the meeting.

To create an agenda, determine the purpose of the meeting. What topics will be discussed? Who will be attending the meeting? What decisions will be made? These questions help determine the scope of the meeting. The agenda should include all the topics to be discussed, the names of all attendees, and the order in which the topics will be discussed. It should also specify the time allotted for discussion of each topic. 

Once the agenda has been created, it should be distributed, along with any necessary handouts or presentations, to all attendees at least 24 hours prior to the meeting. This gives members the necessary time to prepare for the meeting.

2. Start With a General Update

Begin the meeting with a general update, which should include information about any changes to the organization or recent successes. This helps set the tone for the rest of the meeting.

3. Review New and Old Business

To begin the meeting, the board should review any new business that has been brought up since the last meeting. This should include any new opportunities or challenges, as well as any new members of the board or changes to the board structure. It’s important to discuss any new business thoroughly and ensure that all board members are aware of the details. 

Then, the board should review any old business that has been pending since the previous meeting. This includes any projects that are still in progress, as well as any decisions that have been made or are pending. Again, it’s important to ensure all board members are aware of the details and status of each item. 

4. Capture Board Meeting Minutes

During closed meetings, the board is likely discussing important matters that affect the organization at large. So, knowing how to write minutes is the best way to ensure all the important decisions and actions taken by the board are documented and recorded. Closed board meeting minutes should include the date and time of the meeting, the names of those in attendance, and any resolutions that were discussed and voted on. 

5. Leverage Board Meeting Technology

To streamline all of the above steps, modern boards utilize board meeting technology like OnBoard. From creating and distributing the agenda to taking effective meeting minutes all the way to meeting adjournment, a cloud-first platform leads to more efficient workflows and collaboration, more informed decision-making, and increased board effectiveness.

OnBoard Powers Effective Boards

In today’s digital world, board meetings have become more complex and high-stakes, making it increasingly difficult for directors to stay organized and productive. That’s why more organizations turn to OnBoard, a powerful board meeting software, to help them better manage their meetings. 

OnBoard is an effective board meeting software because it simplifies the entire process and makes it easier to track and manage all of the data associated with a meeting. First and foremost, OnBoard makes it easy to prepare for a board meeting. 

With its intuitive dashboard, directors can quickly access all the documents, agendas, and other information related to their meetings. They can also create custom reports and track any changes made to the documents. This makes it easier to pull together the information needed for the board meeting in a timely and organized manner.

OnBoard also makes it easier to stay on top of boardroom activities. During the meeting, directors can use OnBoard to track participation, manage discussion points, and even take notes. This allows them to stay focused on the topics at hand and keep the meeting running smoothly and efficiently.

Finally, OnBoard makes it much easier to follow up after the meeting. Directors can quickly review the outcomes and decisions of the meeting and keep track of any tasks that need to be completed. This helps ensure the board remains organized and productive even after the adjournment of the meeting.

In short, OnBoard simplifies boardwork and helps directors stay organized and productive.  

Looking for more information on how board management software can help drive your goals forward? Download our free Board Management Software Buyer’s Guide.

Frequently Asked Questions (FAQ)

  • What is the Purpose of a Closed Meeting?

    The purpose of a closed meeting is to ensure that the information discussed is kept confidential and that attendees are able to speak freely without fear of outside interference.

  • What is the Difference Between an Open and Closed Board Meeting?

    An open board meeting is one where members of the public are invited to attend and observe the proceedings, while a closed board meeting is an internal meeting which is only attended by the members of the board. 

Board Meeting

Ensure effective, efficient meetings with our comprehensive Board Meeting Agenda Template.

Want to give your nonprofit board tools to succeed? Request a free trial today, or contact OnBoard about our special nonprofit pricing.

About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.