Are you board meetings running the way they should be?

10 min read

Sara Hatfield

Picture of Sarah Hatfield loving life

In the blogs that we've posted previously, our focus has generally been on how to create successful board processes. But it can also be equally valuable to recognize the characteristics of unsuccessful board meetings. So how do you know that you're sitting in an ineffective board meeting? In this article, we're going to find out.

Corporate Governance

Governance is a critical aspect of any organization and its infrastructure. Therefore, a company with poor corporate governance will often experience a myriad of challenges, and issues with sub-par communication. This can have a massive impact on the organization as a whole, leading to a lack of accountability, inadequate employee retention, and even diminishing revenue.

There are many signs of failing corporate governance, but one of the most obvious is a lack of two-way communication. If board members are typically intransigent, refusing to accept suggestions from elsewhere in the company, this is almost always counterproductive. Effective leadership involves an ongoing two-way feedback loop in which all comments are taken seriously, and at least processed and considered.

Excessive Focus on Compliance

While compliance is critical for any successful business, it should not be seen as an overarching solution to everything. An excessive focus on compliance can damage relations between board members and management. Although it's important that people working within an organization respect legislation, codes of practice, and regulations, it's important to communicate this adequately. If compliance becomes too much of a top-down process, inevitably people will become dissatisfied within the company, and this can lead to high employee turnover, which is obviously to be avoided.

Failing to Monitor Performance

It is surprising how many organizations fail to adequately monitor board performance, considering that it is clearly one of the most insightful indicators of the effectiveness of company policies and regulations.

It is common for the monitoring of performance to be directed at the lower ranks of people working within the company, but this metric should also be a light that is shone upon the board itself. Monitoring the performance of directors can help companies navigate expectations, and guide processes towards success. A failing board will place the blame for problems on the company's employees, whereas a functioning board will be at least as willing to consider its own conduct and role in the problem.

Avoiding Risk Management

Risk management should be considered a central aspect of corporate governance, as failing to properly account for risk tends to result in a lack of accountability, increases the possibility of liability, and can even result in toxic work environments.

In fact, poor risk management can be disastrous for some companies, resulting in lawsuits, financial problems, and even bankruptcy. A dysfunctional board will often overlook such risks considering them to be unappealing, or somehow unsexy. There is a natural tendency to focus on revenue-generating activities, as we have the assessment bias that these simply have more value than other aspects of business. But, in reality, the management of risk is a critical responsibility, and one that the board should always address assiduously. Implementing a well-established system of risk management can help improve decision-making processes, and this will be reflected in a dysfunctional board should it not be implemented carefully.

Poor Time Management

It's important to foster an environment in board meetings in which everyone in attendance feels comfortable with communication and participation. However, you know that you are attending an ineffective board meeting when there is a scattergun approach to addressing issues, and the conversation is sidetracked by trivial, or completely irrelevant, discussion.

Another manifestation of poor time management occurs when insufficient periods are set aside to discuss critical issues. This means that important decisions are either rushed, or instead deferred to future meetings, which can obviously have a negative impact on the overall agenda of the board, and, consequently, the outcomes of the organization.

Lack of Participation

Conversely, the complete opposite scenario would be when a multitude of people present at a board meeting fail to make any contribution whatsoever, or at the very least when the contribution of a raft of participants is measurably overshadowed by others. This can occur for a variety of reasons, with perhaps the most obvious of these being a working culture that is less than inclusive.

When such a board culture develops, the full breadth of views available is never discussed and considered, which will inevitably result in less effective decision-making. If you have ever sat in a board meeting, and numerous people have remained silent, you can conclude almost without exception that suboptimal decisions will result.

Lack of Preparation

A great board meeting always involves board members that are fully prepared. Participants in successful board meetings have read all of the relevant material, familiarized themselves with everything that needs to be discussed, and arrive ready to fully contribute. Conversely, any board meeting in which several members appear to be completely unprepared will almost inevitably turn out to be unsuccessful.

Indicators of this can be a lack of material being disseminated before the meeting, ideas being poorly expressed in a stilted or staccato fashion during the meeting, crucial data and input being absent, and a lack of answers to many of the most important issues being discussed.

A lack of preparation results in ineffective decision-making, which is universally against the interests of all organizations.

No Clear Purpose

Despite the fundamental lack of logic involved, it can be tempting to call board meetings on a regular basis for absolutely no reason whatsoever. After all, when lots of important people get together and discuss things, there should surely be some productive element by definition. Unfortunately, this is a misguided notion, as the whole concept of a successful meeting should be predicated on a defined and easily comprehensible purpose.

This should be the modus operandi of any organization. But, instead, many businesses are besieged by plagues of meaningless meetings, particularly given how many meetings can be held in remote circumstances nowadays.

However, if there is no purpose to what you're doing, there will be no clarity on what you're trying to achieve, and therefore the overall benefit derived from the meeting will likely be somewhere between negligible and non-existent.

The more meetings of this nature that you hold, the more likely it is that board members become irritated and fatigued by the process, and eventually the whole concept of board meetings in the organization will become counterproductive. Obviously, this is to be avoided.

Failing to Work to an Agenda

It is surprisingly common for organizations to fail to provide an agenda, but this will tend to result in considerably less successful meetings. A meeting without an agenda inevitably becomes a freeform event, in which there is no discernible structure. Such meetings are never likely to deliver productive conclusions, and are pretty much torpedoed from their advent.

You can build an effective Agenda by using the BoardShape Agenda Builder. The Agenda will let you quickly build out points of discussion from a common library of items, from saved personal favorites or from free-form text. Once you’ve built an agenda you can circulate it for discussion and once approved you can use our Agenda Runner to keep everything on track during the meeting.

Tardiness and Overrunning

You can always identify an ineffective meeting simply by its failure to begin on time. This either means that the starting time has not been communicated satisfactorily, or that people involved are not committed enough to attend in timely fashion.

Equally, a meeting that overruns, and fails to end on time, suggests a lack of discipline and, once again, structure, which is always likely to result in a great deal of unproductive discussion. Thus, sticking to strict beginning and end times for any meeting should be considered important. The BoardShape Agenda Runner can help you keep a meeting on track.

Break Planning

It's important to emphasize that board meetings can last for a long time. It is not uncommon for board meetings to deal with issues that require a good deal of discussion due to their complexity, and, on occasion, they can even be so important as to underpin the future of an organization.

In such critical meetings, particularly when they are lengthy, it is absolutely critical to incorporate breaks, unplanned discussions, and items of new business. This helps keep everyone refreshed and motivated, while enabling the organization to address all important issues, and make holistic decisions.

Unsuccessful meetings will feature long periods in which people are afforded no provision to break. These are always likely to be unsuccessful, as those involved will simply become drained, and many ideas that would otherwise have been voiced and explored will never emerge.

Dysfunctional Conflict

As soon as a board meeting features dysfunctional conflict and argument, it is rendered futile and disruptive. Productive board meetings are based on mature and reasoned discussion. This may occasionally become impassioned, but it should never become argumentative to the point of being abusive.

Enabling this sort of dysfunctional conflict to play out during meetings should definitely be avoided, as it can have a detrimental long-term impact on participants that can go well beyond the meeting in which it emanates.

Restriction of Discussion

Equally, functional conflict is actually to be encouraged. Functional conflict can be defined as spirited, intelligent disagreement about fundamental issues.

Any such discussion should be allowed to play out in a healthy fashion, as this is ultimately the sustenance on which sensible decision-making is founded. Any meeting in which there is repression of any such discussion, perhaps out of fear that it will create division, should not be considered either successful or healthy.

Referring to Specialist Teams and Committees

While there can often be a determination to solve all problems at board meetings, sometimes this is either impractical, or completely misguided. Particularly in large organizations, there can be an array of complex issues that impact on everyday business, and it is unthinkable that even the most experienced and qualified board can deal with each and every eventuality.

Delegation is therefore often critical. Rather than attempting to resolve technical issues, referring them to appropriate committees, or teams of specialists, can be of paramount importance. There is nothing worse than running a board meeting, in which executives who are completely unqualified to do so, attempt to make decisions on subjects about which they know little or nothing. Any excessive conversation or attempted resolution on such topics is indicative of ineffective board meetings.

Inclusivity and Diversity

Poorly run board meetings fail to embrace inclusivity and diversity, and are often guilty of enabling the contributions of younger or less experienced members to be diminished. This is naturally to be avoided.

Comfort and Refreshments

While board meetings are always intended to be business-like, it doesn’t mean that they have to be unduly uncomfortable. Providing a comfortable space and refreshments for your board may be considered a relatively trivial issue, but it constitutes more than merely good manners. Keeping everyone refreshed and comfortable can make the difference between board members contributing constructively, and finding the whole process to be a chore. Clearly, the former is preferable to the latter.


There are numerous technical, structural, and logistical issues that can contribute to sub-par board meetings. Each of these on its own can cause significant problems, but when several combine in one organization then the consequences can be extremely serious. It’s therefore valuable to understand what bad board meetings look like, in order to avoid them.

Get your Board Management in Shape

Try BoardShape today. It's FREE to get started.

Get Going - Sign Up FREE