C’est avec plaisir que je cède la parole à Johanne Bouchard* qui agit, de nouveau, à titre d’auteure invitée sur mon blogue en gouvernance.
Celle-ci a une solide expérience d’interventions de consultation auprès de conseils d’administration de sociétés américaines ainsi que d’accompagnements auprès de hauts dirigeants de sociétés publiques (cotées), d’organismes à but non lucratif (OBNL) et d’entreprises en démarrage.
Dans ce billet, elle met l’accent sur la manière dont le président du conseil devrait se préparer pour bien assumer ses fonctions de gouvernance et de leadership
Les conseils prodigués sont présentés sous forme d’une check-list pour la préparation d’une bonne rencontre de CA.
L’expérience de Johanne Bouchard auprès d’entreprises cotées en bourse est soutenue ; elle en tire des enseignements utiles pour tous les conseils d’administration.
Bonne lecture ! Vos commentaires sont toujours les bienvenus.
How Good Chairs Prepare for Board Meeting
A couple of weeks ago, I was interviewed about basics and tactics that a good Board Chair considers in preparation for a board meeting. As I set aside few minutes to prepare for the interview, I jotted down some thoughts and soon realized that I had enough tidbits for a blog. This information is applicable for non-profit organizations, private companies and public corporations.
A Board Chair must make a serious time commitment to plan for board meetings.
– Takes the time to review and reflect on his/her own leadership effectiveness during the last meeting, shortly after it concludes.
Was s/he a strong listener, did s/he lead the meeting effectively and enable constructive opining by others?
Was the agenda fully or partially addressed, and did the board achieve what the directors should have achieved? How could the agenda have been different?
Did all or some directors appear to be prepared?
Was the CEO in the director role effective? Were the members of the executive team presenting and interacting as effectively as they should have been?
Did the committees meet their commitments? Was there enough time allocated to deliberate, to listen and to leverage the talent around the table for key issues?
Was there clear understanding at the end of the meeting of progress made, red flags, critical priorities for the quarter ahead and tabulation of priorities for management and board going forward?
Did the board make the right decisions, and did it go about the decision making process in the optimal manner? (The board can’t afford to rush decisions.)
Were the right questions asked by the Chair and the directors to uncover what needed to be uncovered?
– Should reach out in person, by phone or by remote meeting to each director (including the CEO) to get their insights about the previous meeting, what their understanding of the priorities are going forward, what should be addressed at the next board meeting and what they think needs to be prioritized on the agenda.
The Chair should ideally be a great listener—a leader open to feedback—who should ask directors what, if anything, s/he could have done differently or more effectively.
As a leader of the board, the Chair must have the capacity to immediately address any and all sticky issues with the CEO and other directors before the next meeting to optimize the effectiveness of the board and the outcome of the next meeting.
It is important to provide feedback, encourage healthy behaviors and deal with any misconduct in a constructive manner without procrastinating.
– Creates the outline of the agenda with the CEO with clear expectations for the next meeting so that the CEO and his/her management team can deliver on expectations.
The next ‘board book’ must be created taking into consideration the outcome of the prior meeting.
– Communicates with each director to prepare for the next board meeting.
While the Chair connects with each director, the CEO should also connect with each director about his/her effectiveness and hear directly the insights from the directors.
The Chair needs to be accessible and also check in with each committee chair to be absolutely current on their issues and their progress or lack thereof.
– Meets in person with the CEO a couple of weeks before the board meeting to ensure that there won’t be any surprises for him/her and directors at the board meeting, that the information to be presented will reflect expectations, to prioritize what must be addressed and where time must be absolutely allocated for deliberation, and finalizes the agenda.
This must all sync with what needs to take place at the board meeting so that the ‘board book’ can be delivered five days to a week beforehand.
– Reviews the board book as soon as s/he has it and re-reviews the agenda, determining how s/he will get through the whole thing, cognizant that the meeting can’t end loosely.
The Chair can go as far as briefly reaching out to other directors to confirm that they will be prepared for the meeting (as it is not uncommon for board directors to not be fully prepared and to not have read the board materials) and must be accessible to directors should they have questions about the board materials before the meeting.
– Reflects on how s/he can be most effective at the next meeting in the days leading up to it.
As for any meeting, a Chair should show up on time and preferably thirty minutes or more before the start of a meeting. Ideally s/he should walk in before anyone else, (preferably) with the CEO to ensure that what should be in the room is there.
Time is precious, and there should not be administrative issues corrected as the meeting is about to get started. The Chair should greet the directors ready to set the tone and start the meeting on time.
*Johanne Bouchard est consultante auprès de conseils d’administration, de chefs de la direction et de comités de direction. Johanne a développé une expertise au niveau de la dynamique et de la composition de conseils d’administration. Après l’obtention de son diplôme d’ingénieure en informatique, sa carrière l’a menée à œuvrer dans tous les domaines du secteur de la technologie, du marketing et de la stratégie à l’échelle mondiale.