Board Meetings that Suck

50 Comment

The late afternoon, mid-winter sun had already begun setting. My office, normally bright when the sun is high in the sky, took on a warm, almost eerie glow. As the sun set, he seemed to slink even further into the couch. Head back, legs thrust out in front him, he looked exhausted.

He sighed out: “I’m dreading tomorrow’s board meeting.”

Oy vey, I thought. We’re going to have The Board Discussion.

“Okay…what’s so dreadful about your board meetings?” I asked.

“They’re terrible. There’s no interaction. It’s just like two hours of reporting in—even worse. It’s two hours of me reviewing documents that they’ve all had for a few days and, of course, which none of them have read.”

“So your board meetings suck,” I said. And then, after pausing, I added, “And whose fault is that?”

Okay…enough of my over-written drama…if your board meetings suck, whose fault is it?

I’ll stipulate that investor directors and other board members can be infuriating. In fact, I can see myself writing a bunch of posts on the topic in the future. I’ll stipulate that there should be some general rules of decorum and efficiency that every board member should follow. These include (but aren’t limited to):

  • Read the Materials.
  • Understand what the company actually does and what market it’s in.
  • Pay attention.
  • Don’t fall asleep (and this from a guy who did famously once fall asleep albeit during the eighth hour of a ten hour board conference call. Oh, and the meeting sucked.).
  • Resist the ADD-inducing distractions of laptops, smart phones, dumb phones, radios, TVs or any other “device.”
  • Show up. On Time. And stay until the end.
  • Do only one meeting at a time (I know one guy who “attends” one board meeting by phone while sitting, physically, in another).
  • Assume management knows what they’re doing until proven otherwise.
  • Assume management and staff know more about the day to day activities of the company and its efforts than you do.
  • No biting.
  • Keep the blowhard opinions down to one per hour and no repeating of someone else’s blowhard opinion.
  • Be polite.
  • Keep your anxieties to yourself. Just because you’re having trouble with your fund doesn’t mean the CEO should be fired.
  • Don’t assume because you’ve had five portfolio companies try and fail before that this company will also fail.
  • Share your experience and knowledge.
  • Don’t fall in love and be blinded to the realities of the strengths and weaknesses

I could go on…

All of the above may be true about your particular board but that doesn’t mean the board meetings have to be dreadful, boring, or useless.

So here’s my quick set of suggestions for making the board meeting effective:

  1. Set and KEEP to the agenda. If the meeting is slated for two hours, take no more than two hours (or less if possible).
  2. Get the materials into the hands of the directors at least two days before the meeting (sometimes even earlier if a director requests it).
  3. Keep the re-vamping and re-writing of materials after they’ve been distributed to an absolute minimum. Nothing is a bigger waste of time than having board members trying to discuss a point when they have different “facts.”
  4. Get the math right. Egregious errors sow seeds of doubt about everything you assert.
  5. Do not read the slides. Assume your directors can read (both what’s on the screen and what’s in their hands).
  6. Better yet, skip the slide show. Nothing spells disaster than a few pounds of pastries, a darkened room, and someone reading slides. ZZZzzzz.
  7. Don’t assume your directors know nothing about your company and your market. Conversely, don’t assume your directors know everything about your company and your market.Ask questions.
  8. Be open to suggestions. Don’t be defensive.
  9. Tell the truth. No snowjobs, sandbagging or other forms of lying.
  10. Have a firm idea of the purpose of a particular meeting. In addition to a general periodic review of the company’s performance, use the meeting to engage the brains of your directors. Formulate a question or questions that will tease out the key strategic challenges you’re facing.
  11. Close the meeting with each person having a clear sense of where the company is, what it’s most immediate upcoming challenges are, and—if possible—what the best ways they might be able to help.

In the end, you have to remember that one person has to run the meeting. You may have a chairman and, if you’re lucky, they’ll have the experience and temperament to manage the meeting, facilitate the dialogue, and keep everyone on track. Usually, for start-up companies with tiny boards of directors, that role falls to the CEO.

Got other ideas about making board meetings more effective?

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  • http://www.bijansabet.com bijan

    i like the “no biting” tip. that's a good one :)

    That first list brings to mind that there is nothing worse than a bad co-investor on your board.

    I often tell founders to take their time fund raising and get to know the people involved vs signing the “best” term sheet. I understand that fund raising is a huge time suck and it can be frustrating on many levels. But that's nothing compared to a jerk sitting on your board forever.

    • jerrycolonna

      Wouldn't it be great if we could stop the biting?
      ;)
      I think you're point is right on. I used to tell folks something similar…something like, when you're raising money (and IF you have a choice), think about the person you want sitting at the board meeting–especially when the shit inevitably hits the fan. Money is temporary but jerks are forever.

  • cranstone

    I never forget my first board meeting. It was with HyperSpace (where my partner died working on the code). My Board consisted of CEO's from Major Fortune Companies (I was headquartered in Naples FL where they had all retired too).

    I was really excited (partner was still alive) and had lots to tell them. That sat and listened and then we wrapped the meeting up. Two days later I got letters from each of them indicating how they would like the Board meetings to go from now on. You've paraphrased it above.

    The key comment for me is “no snow-jobs”. They can deal with both good and bad news, but never a surprise. You can imagine one of the final meetings when I had to explain how the inventor had just died without finishing the code. That was a tough one.

    And it actually got worse from there – my final investor in the company was actually diagnosed with terminal leukemia one week after my partner died. His investment was critical because the patent bill had just come due for worldwide patents. It was the exact amount I required to keep the company going. You can imagine that was another tough meeting.

    Overall – you're the leader of the company. Be a leader – listen objectively, summarize and keep moving forward. Little steps vs. big ones and always tell the truth, remember these guys have seen it all.

    • jerrycolonna

      You said it better than me. Really. I was talking to a client a few weeks ago. He had to tell his board that their numbers were going to be off by like 40%. One of his directors was a VC and was going to be joined at the next day's board meeting by one of his partners–the partner was joining the board for the first time because the firm had just doubled down on their investment. I told him he had to call his directors right then and there and explain to them about the numbers. That he couldn't wait, as he had planned, for the board meeting. By doing this, he made sure that the board meeting wasn't about everyone's shock, anger and fear but about planning about how to deal with the problem. Exactly what the board meeting is supposed to be about.

  • http://www.sethlieberman.com Seth Lieberman

    Keep high level discussion just that- high level. Don't get caught up in the details and weeds at a board meeting unless it really is important or necessary, the biggest waste of time is nit picking on tiny operating activities of the company at a board meeting that have little real impact. I think we do a good job talking about the big issues and then the board sets mgmt loose to execute and report back (but my most active board member reads this blog religiously, so he can weigh in :)

    • jerrycolonna

      Let's see what he says…

  • charlessmith

    another critical point is remembering that board meetings are only the “official” communication with the board- don't wait for the meetings to communicate critical issues- figure out how each member prefers their communication and make sure they're informed- use that communication to make the board meetings solution oriented, not information oriented.

    • http://charliecrystle.blogspot.com/ Charlie Crystle

      great point

  • http://www.attassa.com/ Rod Fitzsimmons Frey

    Cranstone raises an interesting point – “you're the leader of the company. Be a leader”. A board meeting is an interesting situation for a company leader.

    One has no formal influence or power over the board members; in fact, they have much power over you; the participants' interest in the matters at hand varies greatly; the participants' understanding of the matter at hand varies greatly; there may be several competing agendas within the room; and finally the nature of the business means many of the participants will be strong, assertive personalities.

    Yet one needs to build something close to consensus and do it fairly quickly.

    In other words, behaviour in the board room may in some ways be a better indication of pure leadership qualities than actions in the field.

    • jerrycolonna

      Excellent point Rod. In fact, I think that leadership issue, in effect, goes both ways. Because the CEO-Board relationship isn't a pure command and control, ordinate-subordinate relationship, effective relations demand a certain amount of nuance and persuasion. In fact, more so than simple fact-finding and decision-making. To borrow a term from teaching, the leadership of the organization should be a co-created process built on honesty, trust, and respect (and not merely determined by ownership).

      • cranstone

        Agreed.

        One other point I would add – Transparency. One of my guiding lights is how transparent someone is. Are they hard on the problem or hard on the person. It's the degree that I look for. On one of my Boards I hired a Chairman (who became my coach). The reason was simple – I knew I wasn't good enough and needed someone to hold me accountable and responsible for running the company. It was a risk because most entrepreneurs hate being told what to do… but my responsibility is to the “stakeholders” (Customers, Employees, Shareholders) and I wanted someone with more experience than me to guide me through those choppy waters.

        Here's the twist – I learned and learned and learned. And when I'd learned enough I started to implement and execute and that's when I learned that this particular coach didn't want to be held accountable for his role as Chairman. By then it was too late and I did the only thing I could which was to leave the company I'd started – we were simply out of alignment and nothing I could do could change that relationship.

        So your job as CEO is to “Engage – Explain – Set and Manage Expectations” – use your Board wisely as a sounding Board to help you achieve those objectives that drive value for your stakeholders.

        And remember to choose wisely – because once there seated at the table it's tough to ask them to move on.

        • jerrycolonna

          As usual…very well put. Choose once and choose wisely.

  • http://www.nosnivelling.com daveschappell

    Hi Jerry,

    I've really enjoyed your first several posts (I think Fred was the referrer). On this topic, my question is, “how do you get your board members to read/prepare?” I know the obvious answer, but these people are often extremely busy and/or flying around the country, and while they give great advice and needed inputs/introductions, I don't always feel like everyone's fully prepared. Thus, we either discuss things that they could have read up on, or you get the “I'm sorry, I didn't have a chance to read that”. It's frustrating, and can often require damage control (by the CEO) between board members, which can be deflating.

    I know that you'll tell me that it's my job to have that talk with the Board Member, and I fully intend to continue to do that, and that I can ultimately replace board members, but assuming they add a lot of value in other area, do you have some recommendations on how to get that extra 30-40% participation that have been very effective for you?

    Onward,

    Dave

    • jerrycolonna

      Thanks Dave. If it's just one board member who's failing then you might try engaging another board member in chiding they guy. Afterall, it's not just the CEO's time their wasting but coming to the meeting ill-prepared.
      If it's an endemic problem, you might discussing it openly. Maybe you're sending to much material out. Maybe you're not sending enough.
      One tactic I've often seen used is to create some sort of metrics dashboard. That, coupled with a “headlines” only analysis of the board material might keep everyone on the same page with information.
      In the end, though, I think the only real choice is to talk about it.

      • http://www.nosnivelling.com daveschappell

        Thanks, Jerry — you sound like my therapist ;-)

        • jerrycolonna

          That'll be $300 please. And I don't take insurance. ;)

  • http://www.marketing.fm EricFriedman

    I have learned a good point to remember; never assume silence means agreement (there is a post about this somewhere but I can't remember the origin). If the CEO makes a suggestion or point, never assume silence around the table means agreement. It is better to restate the point and show comprehension, or express opposition verbally right on the spot. This round robin cadence of discussion on each point allows for group interaction when a big decision is made making the meeting more of a discussion without forcing talking for the sake of it. It makes even the most reticent board members interact as well.

    • jerrycolonna

      Excellent point Eric. In fact, I'd argue that go for all business meetings.

  • BillSeitz

    Should that #10 be distributed in advance, for board members to think about?

    • jerrycolonna

      I don't think so. I think it should stem organically from the content of the meeting.

      • http://webseitz.fluxent.com/wiki Bill Seitz

        So you reserve time in the agenda for “substantive discussion, topic TBD”?

        • jerrycolonna

          Sure. Or you can call it Executive Session (with staff) to be distinguished from Executive Session (without staff or CEO). Which, on second thought, could warrant a post unto itself. I'm a firm believer in every single board meeting containing an executive session without CEO just so the board can have a chance to discuss things. I'm well aware though of the paranoia it can induce.

  • http://managinggreatness.com Gil Reich

    Hey Jerry, great blog! I'd add one more point, which may come first: Build productive relationships with your management team and your board. Your advice of “Don't be defensive,” “Be open,” “engage the brains,” etc. is awfully hard — and may actually be a mistake — if you haven't first helped create a healthy environment of trust and respect, which I suspect often doesn't exist in these forums.

    • jerrycolonna

      Good point Gil. That core foundation of trust is necessary. That said, dropping the defensiveness and staying open and engaged can reinforce the trust.

  • http://www.dantiernan.com/blog/ dantinpa

    I've always done monthly reports with dashboards – focused particularly around sales and pipe – given that sales growth always seems to be the driver to success in the companies I have run. Given the monthly reports, the board has a better sense for the pace and flow of the business – which makes it a lot easier to review the rest. Similar to how simple it is for me to do annual reviews when I have quarterly reviews with my direct reports based on measurable MBO goals. If you give digestible feedback on shorter intervals in a consistent format, the big picture is easier to understand.

    • jerrycolonna

      Agreed. The only issues I've seen with using dashboards is that there can be disagreement about what goes into it. Also, the “get your math right” rule still applies…especially if you're condensing things into a dashboard.

  • Walkerjc

    I agree…no powerpoint slides (they are distracting from the main conversation). Assume all at the meeting have read what was sent out before. Have a discussion…talk about what is important. Have a strong board chair that can help keep order and set expectations of the other board members. Only allow a board member to call into the board meeting once a year…being present is important. the informal discussions before/after and at breaks are more important than those at the meeting itself. Always have something new to talk about…a new idea, a brainstorm…just throw it out there and get a discussion going.

    • jerrycolonna

      Being present also means limiting blackberry et al use during the meetings.

      • http://charliecrystle.blogspot.com/ Charlie Crystle

        I'm sorry–you were saying?

    • http://avc.com fredwilson

      jeff walker is in the house, with a disqus profile!

      great advice jeff. i am going to reblog your comment on fredwilson.vc

  • http://charliecrystle.blogspot.com/ Charlie Crystle

    I used to call each board member prior to the meeting and run through anything that might be either controversial or important to get approved. Same with my team. The result was fewer surprises and shorter meetings (there was one board member at one of my companies who seemed to enjoy discussion everything in great detail and tended to make meetings long–that's an important one to watch for and clamp down on early. Opinion is fine but when someone starts pontificating about pricing of options and 409A, it drives the other board members nuts. And the CEO.)

    As a board member, I don't like surprises in board meetings.

  • http://avc.com fredwilson

    that line about pastries is classic. ask feld about what happened after not one but two shake shack shakes at a recent return path board meeting :) ))))

    • jerrycolonna

      Feld and Shakes…another deadly combination.

  • http://twitter.com/3rdFloorBoss Hiro Maeda

    Ask the board for any opinions or feedback.

  • jseelig

    Scott Kurnit recently suggested a 5-10 minute break every hour for all of us ADD, multi-task inclined board members to fuel our e-mail/twitter/facebook/myspace/friendster/tripod addictions. It works very well and gets a very high level of focus out of the entire board — nobody feels compelled to sneak a peek at their devices when they know that there is a scheduled break just an hour away.

    • jerrycolonna

      Kurnit made a good suggestion?! Well I'll be…;)
      Ummm, Tripod?

  • http://twitter.com/goldwerger Eyal S. Goldwerger

    That's a fantastic great post (thanks Fred for the referral…;).

    I've found the following 3 principles to be useful when I approach board meetings:

    1. Board meetings shouldn't be used for “updates” – it's the CEO's job to keep board members informed on an ongoing basis, so when they are arrive in a board meeting there are no real “news”. Rather, board meetings should focus on “issues” (strategic direction, business model, financial strategy, a highlighted key operating area of current focus).

    2. Honestly and transparency – essential values in life, but also critically required for constructive board meetings. Own your failures, share your successes, be humble, and feel comfortable looking the truth in the face. The truth is never hard. It's just is.

    3. Format and style should match the audience – different board members have widely varying backgrounds, preferences, and personal style. It's useful to figure out earlier on who is the hardest nut to crack (or please), and keep in mind as benchmark for standard of delivery (within reason, since this can get out of hand).

    Eyal Goldwerger

    • jerrycolonna

      “t's useful to figure out earlier on who is the hardest nut to crack (or please), and keep in mind as benchmark for standard of delivery (within reason, since this can get out of hand).” Exactly right Eyal.

  • http://www.twitter.com/stevenkane Steven Kane

    Back in the days when Cabletron was a mighty force to behold, they removed all chairs from all conference and meetings rooms

    made meetings much more focused and productive and concise

    also, as for board meetings, an awesome method to make them more productive is to have a lot less of them. startups simply do not need monthly board meetings. quarterly meetings with occasional board calls when absolutely needed are more than sufficient, i think

    • jerrycolonna

      I'm too lazy to stand for a whole meeting but I like the spirit of the suggestion. Fewer meetings might work…I'm of two minds on that. I think four in person meetings is too few but perhaps six or eight is right with monthly calls in between. Some first time CEOs especially need a little extra care and feeding.

      • http://www.twitter.com/stevenkane Steven Kane

        “All the best meetings are taken.” -Woody Allen

  • http://www.focus.com/ Scott Albro

    CEOs: Lead, don't follow.

  • http://www.participate.com Alan Warms

    Great post. I would add, in addition to being transparent – is that you should strive to overcommunicate and be transparent with your investors generally, so that when you get to the board meeting, you can spend time going through 3 or so major issues in a thoughtful, forest from the trees approach. In fact, if there are major issues, it's a good idea to talk to each of your directors 1:1 before the meeting. Nobody should be surprised at a BOD mtg, not the CEO and not the Directors – and the key is to have constructive conversations about how to make things better.

    • jerrycolonna

      Well said Alan. I especially like the “No surprises” rule.

  • jseelig

    Tried to go as far back as I could still remember…

  • marthalasley

    Hey Jerry – I just sent your blog to my fellow board members – partly because it's validating, but also because I love your humor. I came here because I got a call from someone who wants to join our coaching for transformation program in San Francisco and she said she heard about it from your blog. How cool is that? Thanks for the moving way you spoke about the coaching workshop last month. Now if I could only get you to join our board … Don't walk to the other side of the street when I see you! xoxo Martha

    • jerrycolonna

      Thanks Martha. Ummm, I wish I could but my coach won't let me join any more boards.

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  • Jim Hyatt

    Here's a suggestion: only give the board information relevant to expectations they themselves have set, and they should be expectations and standards agreed to by the whole board, not a collections from individual members. This goes well beyond merely being prepared for the meeting and showing up. Take financials for instance. What board expectations should the financials fulfill? It differs depending on the organization, but it's always the board's job, not the CEO's, to set the appropriate standards of performance.
    Boards have a role to play separate from management, and not just to give 'advice'. So how does a board measure and assess its own effectiveness? What makes for an effective board? Every board should be able to answer those questions.