Getting results from board meetings.

• Author: Lauenstein, Milton C.
• Position: Reprint from Directors & Boards, Summer 1987 - Putting In Place the Right Board for the 21st Century

We subtitled Milt Lauenstein's article, "Put an end to the empty ritual with these practical approaches that can tap the energy and wisdom of your board." The article's objective was delivered in fine form by this consultant and corporate director. He crafted a superior advisory on this critical aspect of board process -- required reading for anyone chairing a board meeting or involved in any way in the setting of the agenda. Lauenstein, who lives in Gloucester, Mass., served on some 15 boards over his careen He recently relinquished the post of chairman of a closely held data security technology company, and continues to serve as a director and investor.

THE FAILURE of board meetings to produce results is often not from lack of effort. The chairman prepares an agenda and sends it along with relevant information to the members ahead of time. Directors read the material, ponder the issues, and arrive at the meeting prepared to contribute. The company provides physical facilities conducive to fruitful discussions. Yet the net result is frequently no more substantial than the small talk one exchanges with his barber or hairdresser.

Some board meetings are unproductive because the CEOs want them that way. Consciously or unconsciously, they fear that the board may restrict their freedom of action and usurp some of their prerogatives. They are more interested in retaining their authority over corporate affairs than in subjecting themselves to direction from the board. But even CEOs who want real inputs from their directors frequently fail to get them. With the best of intentions, they conduct board meetings in such a way as to discourage or prevent directors from doing their job.

Board meetings seem to follow a boardroom analogy to Gresham's law: trivial matters drive out the important. Unless the chairman plans and presides with unusual effectiveness, the directors will never get to the critical issues.

A first principle of conserving meeting time for essentials is to avoid using it for communicating facts that could be sent to directors in writing. Relevant information should be dispatched to the board about a week in advance of each meeting. Management should then assume that the directors have read and understood what was sent. Repeating the information orally in the meeting is worse than squandering meeting time: it is insulting to directors. I hate to think of the countless hours I have sat through dreary repetitions of what has already...