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Board meetings

Introduction

A board meeting is the most tangible evidence of a board’s governance and should be stimulating, challenging and satisfying to the participants. Meetings should concentrate on:

  • Desired strategic achievements and understanding of the environment and issues impacting on the entity’s ability to achieve its goals; and
  • The risk factors that impede or disrupt the entity from achieving the desired results.

(Board Meetings from Nine steps to effective Governance’ SPARC, now Sport NZ, p.42).

So board meetings should focus on governance issues as above rather than operational minutiae. Members should also ensure that they are well prepared for meetings. Often, it is the preparation and other work undertaken outside of a formal meeting that ensures good governance at the meeting.

Work plan tie in

Key to effective board meetings is to ensure that there is an effective and relevant work plan in place (refer ‘Developing the board work plan’ topic). This provides a framework for the board and helps ensure an appropriate governance-orientated approach.

Crown Entity Act provisions in respect to meetings

Paragraphs 6 to 15 of Schedule 5 of the Crown Entities Act 2004 set out a series of provisions related to board meetings for most Crown entities. These include:

  • The methods of holding meetings include assembly together and, also, audio, audio/visual and electronic options if all have access to the technology and a quorum of members can simultaneously communicate;
  • A quorum is half of the members for even-numbered boards or a majority of members for odd-numbered boards (note the BSA has its own specific provisions);
  • The board can have unanimous written resolutions in lieu of a resolution at a meeting; and
  • The board may appoint committees and if they are mandated to perform any of the board’s functions and powers, the committee must have at least one member of the board.

Meetings and the role of the chair

In board meetings a chair’s role is very important. Good chairs will be involved in the work plan and in the agendas for each meeting. They will ensure that there is a strong governance focus in all board activities. Chairs should also:

  • ensure that discussions are on topic and within discussion time
  • elicit information and watch for lost attention
  • model supportive behaviour
  • manage any conflict
  • and summarise accomplishments.

Meetings with or without the Chief Executive

In respect to most of the boards in the MCH family, the CEO is not a board member but usually attends meetings.   It is common for boards to have a board-only period (around 30 minutes) at all or some of its meetings. When this occurs the chair should ensure that there is an appropriate briefing for the CEO afterwards. The board should also be alone when the chief executive’s performance is being discussed.

Because a board meeting is the board’s forum (rather than the CEO’s), the CEO role in respect to meetings is as the board’s primary consultant.

Appendix

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