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feld on directors meetings

Helpful piece by Brad Feld on the characteristics of effective board meetings. A small excerpt:

What I mean by this is that most board meetings are 80% status updates, 10% strategy / issues, and 10% administration. I’m fine with the 10% administration, but the 80% / 10% split on status vs. strategy should be reversed. There are plenty of different ways to organize the “strategy” (I’m using “strategy” as shorthand for “forward looking discussion”) and strategy includes a blend of short, medium, and long term issues, as well as plenty of “tactical stuff” (for those that think “strategy” is too specific a word), but I imagine you get the idea.

He also sets out a detailed list of steps that contribute to successful meetings which certainly is worth a read.

One suggestion in particular that he echoed from Fred Wilson was that board meetings should be in person to be most effective. I’d perhaps go a bit further than that – wherever possible and where the issues to be discussed warrant the time and expense I always recommend that any meetings, discussions, negotiations, etc. be done in person or alternatively by videoconference and only by teleconference as a last choice. I recall reading somewhere in the past about studies that have concluded that the vast majority of communication at such meetings are non-verbal in nature – gestures, expressions, body position, etc. In my experience this is definitely the case. And perhaps for this reason negotiations done face to face typically yield better results – greater relationship building, fewer arguments and, generally, more diplomatic behaviour. My own personal theory on the latter is that people are much less inclined to be rude, snarky, argumentative or simply impolite when meeting with someone face to face – it’s much easier to behave that way to a disembodied voice. In addition to the fact that people are more likely to focus and less likely to “multitask” in face to face meetings than they are in teleconferences.

On a somewhat related note, on several occasions where I have seen board minutes drafted by clients, they have gone into a significant amount of detail regarding what was discussed, by whom, who agreed, who disagreed and so on – almost a blow by blow transcript of the entire meeting. Not recommended. Minutes should be short and concise, not a complete record of the discussion. A note that a discussion occurred is sufficient. Of course, if a decision is made, then the resolution should be recorded, including those voting in favour, against or abstaining. Consider picking up a copy of Wainberg’s Company Meetings, or ask your lawyer for sample minutes if you plan to record minutes yourself. You’ll likely be glad you did a few years down the road, when a small army of lawyers comes in to do due diligence before your major financing, IPO or acquisition, and crawls through each and every sentence in your minute book.

(hat tip to @RuddockMH for pointing me to the feld piece)

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