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Godknows Hofisi

Business & Law

Introduction

This article is aimed at assisting chairpersons in chairing board meetings. It is further to the one of January 19, 2023 titled “Agenda for a board meeting”. Without experience or the skill, chairing a board meeting can be very challenging. 

I remember chairing my first board meeting at age thirty two and it was not easy. Initially I was nervous and it was difficult to concentrate and control the meeting. My confidence improved with experience and research. 

In this article some of the issues I will address include:

  Preparing for the board meeting

  Key skills

 Agenda and decision making

Preparing for the board meeting

The chairperson has to fully prepare for a meeting otherwise he or she will struggle or be a source of embarrassment. In preparing for the meeting the chairperson needs to take the following into consideration. Be sure what as chairperson you want from the meeting.

    Make sure you are involved in setting up the agenda for the meeting. Before the meeting go through the agenda for familiarisation. Ensure all key issues are covered otherwise the agenda may need amending. Make sure you receive the board papers or package (board pack) on time and you go through it. It is important for the company secretary to ensure all board members receive board packs on time. 

As chairperson go through the board papers page by page highlighted areas which are important or may need clarification. Rank agenda items indicating which ones require more deliberation than others.  Allocate time balancing between time management and adequate deliberation.

    Identify issues covered by approved policy, strategy or grey ones that require decision making.

    Set ground rules.

Key skills

The chairperson has to be skillful for board meetings to flow and be effective. Some of the skills include the following:

    At the beginning the chairperson should skillfully communicate or remind board members of ground rules. For example directors should speak “through the chair”. There should be no side shows. 

Members should respect each other’s views, allow others to be heard, not interrupt, stick to the agenda, keep contributions short and to the point, remain objective, members should contribute to the meeting, link or build on each other’s ideas, do not ask questions for the sake of proving a point or proving another participant wrong. Members to respect the chair. My fellow MBA holders are advised to be as practical as possible.

    The chairperson should control the meeting by asking members to speak “through the chair”, allowing all members equal opportunities to contribute, manage time, stick to the agenda, encourage members to go straight to the point, make decisions on each agenda item.

    The chairperson should know how to handle divergent views or even conflict during board meetings. Encourage team work so that board resolutions are made collegially with everyone committing to them.   A chairperson should have good listening skills and should allow members to contribute before he or she speaks his or her views on the subject.

Agenda and decision making

This is the most important part in conducting a board meeting. A chairperson should follow the agenda for an orderly meeting. Some of the agenda items are briefly explained below.

Calling the meeting to order

The chairperson calls the meeting to order signalling the beginning of official business of the meeting.

 Welcome and introductions

The chairperson usually welcomes all present and put those present at ease. Introductions are made if there are any new directors or invited participants. He or she may ask all members to confirm they received the board papers.

Convening and constitution

The chairperson may ask the Company Secretary to read out notice of the meeting and confirm if the meeting is properly constituted in terms of the company’s Articles of Association. If properly constituted the meeting will proceed.

Apologies

If any of the directors are not present and have communicated their apologies these are communicated to the meeting and recorded.

Matters arising

This deals with follow ups on issues discussed in prior meetings particularly the last one. It seeks to give an update on implementation. The chairperson should ensure all prior issues are addressed and updates given by executive directors are correct. Management may give vague updates such as “pending”, “on-going” or omit the matter completely.

Business of the day

Essentially this introduces new business or issues to the meeting. This can be done through reports from sub-committees of the board, if none, through reports from the Chief Executive Officer and departmental heads. Be careful not to end up discussing operational issues. The chairperson should read the reports before the meeting.

Decision making by the board

A board should make decisions on key issues presented to the board or those identified by the board itself. Typical decisions include:

    Noting the presentations.

    Approving or rejecting proposals made to the board.  Guidance or direction by the board.

If the board chairperson is not careful the meeting can be turned into a talk show. Management may simply narrate issues including giving excuses for not achieving results. Deliberations may bear no relationship with the company’s strategies or annual budgets.

The chairperson should summarise deliberations and move the meeting towards decision making. It depends with the culture of the board or articles of association whether decisions should be unanimous or simply by majority view. 

It may also help to ask if there are any different views or reservations. It is advisable to ask members one by one on major or contentious issues. Silence does not mean agreement. Action items should be assigned to specific people especially management and timeframes set.

Any other business

The chairperson may allow for any other business but being mindful that the agenda item should not be abused.

Conclusion

A chairperson is key to a board meeting and should be skillful. Character, training and experience usually make a difference.

Disclaimer

This simplified article is for general information purposes only and does not constitute the writer’s professional advice.

Godknows (GK) Hofisi, LLB(UNISA), B.Acc(UZ), Hons B.Compt (UNISA), CA(Z), MBA(EBS, Heriot- Watt, UK) is the Managing Partner of Hofisi & Partners Commercial Attorneys, chartered accountant, insolvency practitioner, registered tax accountant and advises on deal and transactions. He writes in his personal capacity. He can be contacted on +263 772 246 900 or [email protected]