Preparing a board of directors meeting is not an easy task. The amount of work to be done is colossal, both for the company and for the participants. The objectives of the meeting must be clearly stated beforehand and the main steps in its preparation must be followed.
What does it mean to prepare for a board meeting?
First of all, it means determining the general purpose of the meeting: is it an information session? Is it a brainstorming session? Is it a decision-making session? Technical follow-up? The theme of the meeting may combine several objectives, but it is not advisable to overload it.
The responsibility for defining the agenda rests with the chairman of the board, in collaboration with the organisation’s management team. In most boards of directors with a salaried officer responsible for general management or coordination, it is customary for the salaried officer to propose the main items for discussion and to discuss them with the chairman or secretary.
The next step in this preparation involves sending the proposed agenda to the board members, followed by:
- the minutes of the previous meeting,
- background papers on important topics to be addressed.
This provision will allow everyone to prepare for more informed interventions.
For each item on the agenda, it is necessary to assess the time allotted for discussion among GC members. Propose a time limit for each intervention on each topic. The goal is to bring the assembly back to order when the time allotted is almost up.
Some steps to be taken for a better preparation
The role of a board of directors is to analyze, debate and make decisions. As far as possible, preparation for the meeting should aim at a maximum of three hours’ sitting time. Beyond that time, fatigue takes over and participants’ attention wanes.
Put the most important topics at the top of the agenda. This way they will be better discussed. Minor topics can be postponed to the next meeting with little impact.
In your preparation, delegate some people to specific tasks during the meeting. This way, as topics are dealt with, they will automatically be documented in the meeting itself. The minutes will then be available in draft form immediately after the meeting. They can be corrected and completed later by one or more members for future reference. In the end, the final minutes (in PDF version or as a URL link) will be sent for approval by all members.
Simplify your preparation work.
In today’s digital age and the multiplicity of information technology tools, the work of organizing a general meeting or board of directors can be lightened. The Management Company Code provides for simplification in this respect. Notices of meeting, which are in principle sent by ordinary mail, may be sent by e-mail to the directors and other participants, provided that the parties concerned have given their agreement.
The organisational committee of the board of directors must make provision in its arrangements for remote participation by telephone, Skype or any other means of communication. Electronic participation enables the shareholder to directly and simultaneously note the discussions in progress without interruption and to vote on them timely. The invitation to the Board meeting will precisely describe the procedures for remote participation in the meeting for each speaker.