How to Prepare for a Board Meeting

Preparing for a board meeting starts weeks in advance with a pre-meeting materials review to determine which agenda items can be handled ahead of time, so there’s more time during the meeting to cover more important matters. The more pre-meeting preparation board members do in advance, the more effective and strategic your actual meeting will be.

Use this board meeting preparation checklist with 8 tips for pre-meeting preparation that will immediately improve your board meeting outcomes. (Or download our eBook with this list and more!)

1. Start Preparing as Early as Possible

According to OnBoard’s Definitive Guide for Better Board Meetings, efficient board planning begins with a board meeting checklist at the end of the previous board meeting. 

The corporate secretary debriefs the meeting, promptly schedules to-do items, and begins a checklist for the next meeting agenda. Executive management teams and individual directors may also debrief after the meeting and send their own agenda notes to the secretary.

But that’s only the beginning of the meeting preparation checklist. Then comes requesting, compiling, and preparing final documents for board review. 

• If emailing documents, do you send one big PDF, or individual emails as documents become available? 
• If distributing printed documents, do you send them by regular mail or schedule a quicker delivery service?  
• Is your meeting agenda complete, accurate, and approved by the board chair? 
• Can the board discuss the next meeting’s agenda items thoroughly with the board materials provided?
• Did you include a reference section to provide better context? 
• Did you review everything for consistency prior to distribution?  

2. Review the Board’s Annualized Calendar 6 to 8 Weeks Before the Next Meeting

About six to eight weeks before the board meeting, the secretary or general counsel’s office will review the annualized board calendar. (This is a separate document from the board meeting schedule of board and committee meeting dates.) The annualized calendar contains the board’s recurring actions and agenda items scheduled to take place at predetermined times.

The annualized agenda, along with notes from previous board meetings, form the foundation for the meeting agenda. The CEO will offer supplementary agenda items. Some companies even hold regularly scheduled management meetings to discuss the board agenda and meeting plans. Scheduling this meeting six to eight weeks in advance provides the chief human resource office, the CFO, and others the opportunity to raise possible agenda items that may need full board attention. It also provides for sufficient pre-meeting preparation time for the agenda and gathering relevant documents.

3. Approve the Final Meeting Agenda

The final meeting agenda should clearly define specific topics for discussion and action steps to take following the discussion. Once you’ve established a preliminary agenda, share it with the board chair or lead director for comments, additions, or deletions. There shouldn’t be many exceptions to this rule.

4. Review Board Materials for Consistency Prior to Distribution

This is an “internal” job and helps to avoid management embarrassment. The general counsel, corporate secretary, or other designee will read through the management-prepared board materials for consistency and typos. Some boards have pre-set guidelines for board reports, for example the use of a “report format,” which could show a maximum length, standard fonts, or other guidelines.

5. Prepare the Documents Needed to Discuss Agenda Items Thoroughly

Board materials include the documents needed to discuss agenda items thoroughly; and a “reference” section for reports that may not necessarily be addressed in the meeting but provide important context for board directors and committees.

Many of the agenda items include “pre-read” materials. It’s helpful for the “board binder” to include a reference section for these items. Alternatively, a digital board governance solution may offer a resource center that contains all the essential governance documents board members may need to reference.

Items in this section will vary by organization but often include investor relations reports (if not a regular agenda item), environmental scans, a summary of “hot” governance topics, and management’s current response. Other items may include future meeting dates, an HR initiatives report, supplements to division reports, or an insider trading reminder.

6. Increase Board Engagement by Sending Materials One Week Before the Meeting

The directors who govern your boards are likely busy people. They need access to the right board materials at the right time to participate most effectively.  

Most boards request meeting materials at least a week in advance, so they have time to read through everything and come better prepared for the next meeting. 

Compiling board books and ensuring board members receive the most up-to-date information creates huge workloads for board administrators. To make their jobs easier, some boards adopt a board portal or central hub to share materials digitally with board directors, provide a secure platform, and save time and effort for the whole organization.

Rather than send a blank page indicating a late report or last-minute changes and additions by email or direct mail, board administrators can utilize the board portal to upload reports at any time for review, and notify the entire board to the updates all at the same time.

7. Know When to Hit the Meeting ‘Eject’ Button

Let’s face it. Some meetings waste everyone’s valuable time, especially when the same goals can be accomplished through email and various other communication channels.

Be kind to your board, and keep everyone happy, by not scheduling an unnecessary board meeting. Sometimes, it’s better not to meet if there’s: 

• No time to prepare 
• Another way to communicate and accomplish the same goal 
• A sensitive topic or personnel issue better handled 1-on-1 
• A need to solicit numerous individual opinions 

8. Prepare an Outline for the Minutes

Access to the right information leads to more effective board meetings, more informed decision-making, and a better historical foundation on which to drive the organization forward. Capturing accurate board meeting minutes proves crucial to this process.

Listen carefully to the topics being discussed and document the significant points of the discussion. The meeting minutes serve as the official record of all actions taken, and can help protect the organization not only in legal or ethical matters, but also in better board meeting preparation.