October 2, 2020
Board of Directors Meeting Prep Checklist
Posted by John Kogan
The goal of the board is to maximize shareholder value via setting the strategic direction for the company and ensure that the business has what it needs to be successful. Board meetings are driven by the CEO, but with a major assist from the CFO.
The periodic board of directors meeting is a critical affair. It behooves all involved to be well prepared. All too many board meetings are cobbled together too late, without a clear agenda and with insufficient information provided to the board prior to the meeting itself. Such meetings are not only frustrating for the board, they can be career limiting for the CEO and CFO, who are supposed to be focused on making that time productive. Good boards know when they are part of a hastily prepared, badly run board meeting.
A critical thing to understand “going in” is that board meetings are about education and decision-making. Boards typically drive toward consensus, and they need data and analysis to make good decisions. That is the job of the CEO and CFO. No surprises, great information, clean decisions.
Below is a brief, practical checklist which, if followed, will help ensure productive board meetings for all involved.
□ Discuss upcoming board meeting with the board chair at least two weeks prior to the meeting:
□ Gather all agenda items from their perspective
□ Discuss data and analysis needed to support the agenda
□ Discuss any pre-meetings needed prior to the board meeting
□ Establish meeting agenda with input from chairperson along with company leadership and other significant stakeholders.
□ Executive staff pre-board meeting:
□ Discuss agenda items from others
□ Discuss executive staff agenda items
□ Dole out actions for meeting prep
□ Establish the meeting’s narrative and who will present what, when
□ Establish who will take detailed notes and capture action items
□ Ensure your team understands their and the entire board’s roles and responsibilities
□ Prepare full financial update, including:
□ Current/latest period vs. prior period, budget, forecast and year-ago period
□ Key metrics/KPIs – going beyond chart of accounts-based reporting
□ Updated forecast through fiscal year-end at a minimum (some companies go out four rolling quarters or the like)
□ Discuss financial “issues” such as major fundraisings, significant changes in results, changes in outlook, etc.
□ Prepare any legal actions with counsel:
□ Coordinate meeting participation with counsel
□ Arrange for any actions that need preparation
□ Discuss any legal issues that need board attention (fundings, lawsuits, M&A, etc.)
□ Prepare any board actions:
□ Prior meeting’s minutes for approval
□ Stock option grants
□ Legal actions
□ Financial approvals (typically COGS/CAPEX/expenses above the CEO’s signature authority)
□ CEO and CFO should review the board package multiple times leading up to the meeting
□ Fill in gaps in data/reporting
□ Coordinate pre-meeting task completion with staff
□ Refine the narrative flow of the meeting
□ Anticipate questions and develop responses
Last but critically, get the cleanly formatted, universally accessible (e.g., pdf) board package out to the board two days prior to the meeting. This allows the board to study the materials and come prepared for value-added discussion. If the meeting itself is their first time seeing the content, they will spend too much time absorbing and understanding, and not enough time questioning, discussing and getting to action.
Well-run board meetings are the hallmark of highly functioning business leaders. They result in better analysis, discussion, action and outcomes. The CFO and the finance organization are key to great board meetings. By running inclusive, transparent, smooth and informative board meetings, your company makes better decisions, builds more value and reaches higher goals. That’s finance done right.
Learn more about how we can help you strengthen your financial function to ensure better board meetings.
John leads the Finance Performance Improvement practice, where he helps clients with strategic finance outsourcing, executive search & finance technology solutions. He is passionate about helping CFOs become strategic leaders and make the finance organization a genuine weapon for their organizations.