Behind Closed Doors: What Really Happens in a Board Meeting?

Board meetings often seem like a mystery to those outside the organization. You’ve probably heard whispers about “strategic decisions” or “high-level discussions,” but what actually goes on behind closed doors? The truth is, board meetings are where the most important decisions for a company take place—decisions that shape its future and safeguard its integrity.

A well managed board meeting relies on a good chair and whilst, they are only the first amongst equals, they are critical to a successful board and meeting. The chair sets the tone of the meeting and needs to ensure that the rich diversity of the board are all given a chance to contribute before arriving at their decisions. The 'how' of the board meeting is often more important than the 'what', in that it allows the right level of discussion, descension, and challenging questions whilst in a milleu of collegiality.

The key elements of the board meeting include:

a) board alone time - 'in camera'

b) setting the tone of the meeting and preparing the board for any difficult discussions - chair

c) dealing with formalities such as apologies, endorsing the minutes, circular resolutions etc.

d) considering the key decisions of the board

e) standing reports from the CEO, CFO, 'C-suite', Chair, etc.

... on the company's performance, compliance obligations, and key cultural and other metrics

f) committee reports on the routines of the board, its board calendar, and its policy compliance

g) discussion reports in preparation for key strategic decisions

h) any outstanding actions

i) other business

The meeting needs to be structured to ensure the right level of engagement by the board and its directors. Directors can receive detailed reports on everything from financial performance to market conditions. These reports aren't just numbers on a page; they are the lifeblood of the organization, showing where things are thriving and where trouble might be brewing. The tone is set here—serious, fact-driven discussions begin as the board members digest this information.

The big-picture planning is a key role of the board. This is where the board gets involved in major strategic decisions and if not seriously and explicitly considered then the strategy changes with every decision of the board. The board may discuss long-term goals, new ventures, mergers, and acquisitions, weighing potential risks and rewards. While the CEO and executive team provide substantive information and insights, the board has the final say. These decisions can be game-changers, from launching new products to navigating industry shifts.

Risk management is another key aspect. Directors evaluate external factors, like economic fluctuations or legal changes, and consider how the company should respond. A board's role here is to act as the organization's guide and safety net—managing the opportunities that are presented alongside the associated downside risks and having appropriate management of these risks before they spiral out of control.

Finally, accountability is central. The board evaluates the performance of the CEO and key executives. This ensures that leadership is aligned with the company’s values, culture and goals, and makes sure the right people are in place to drive the business forward.

Behind closed doors, board meetings are where a company’s future is planned, risks are managed, and crucial decisions are made—without the drama, but with plenty of responsibility.