Confidence is key to success in life and in the boardroom. If you have never attended a board meeting before, this article aims to demystify the experience.

Board meetings come in various “shapes and sizes”, depending on sector, organisation size and the personal style of the Chair.  The length, style and formality will vary as will the involvement of members of the management team and staff in the meeting.

Things in common will generally include:

1. The meeting will have an official Chair who will manage the flow of discussion and who will usually take responsibility for the agenda, papers and minutes
2. An Agenda will be circulated prior to the meeting along with the board papers, which may include reports/minutes from board committees
3. Minutes of the previous meeting will be considered and approved at the start of the meeting
4. Once a year, the Directors will approve the Annual Report and Accounts
5. Decisions are taken by consensus of the directors and may be reached by a formal vote (raised hands). The Chair may have a second vote, depending on the constitution of the organisation, but more usually, the Chair will seek a consensus prior to any vote.

Note: only registered directors or their alternates can vote at board meetings. Shareholders/members only vote at general meetings.

Meeting length: may vary from 2 hours to a whole day. The frequency will vary from once a month to once a quarter.  (In times of crisis meetings could be once a week or more).

Meeting content: This will typically be a mix of governance (backwards-looking) and strategy (forward-looking).  The agenda is typically agreed by the Chair in collaboration with the Company Secretary and or the CEO.

Board papers: should be distributed a week prior to the meeting.  For listed companies, papers will often be distributed via a secure electronic portal such as BoardLinks.  Make sure that you are well prepared by reading board papers thoroughly before the meeting.

Participation: A good Chair will ensure that all board members can participate in discussions.  The formality of this process will vary, but ultimately it is up to you to ensure your voice is heard on issues that concern you.  Pick the 2 or 3 issues you want to contribute to in a meeting rather than trying to have an opinion on every agenda item.  Speak confidently (speaking softly is usually interpreted as a lack of confidence or competence).  There are no dumb questions; however, remember that non-executives should challenge constructively, not aggressively, and it may be more appropriate to discuss detailed points with the Chair/executive before or after the meeting. Also, bear in mind that for your first couple of meetings, it is fine to say very little and just listen and learn.

Board minutes become the legal record of a board meeting.  Make sure you read them thoroughly and are happy with their completeness and accuracy.  They should record all key decisions along with the background/justification.  Consider reading them twice: once when they are issued and the meeting is still fresh in your mind (hopefully) and essentially, the set that you will be asked to approve (minutes may be updated for valid reasons, or someone may just try to slip something in).

Ideally, you should be offered an induction before your first board meeting, but in the absence of anything else, make sure that you meet with the Chair and read:

• The constitution of the organisation (Mem & Arts, Trust Document, Shareholders Agreement, Act of Parliament,…)
• The minutes of the board meetings for the last year
• Previous year’s Annual Report and Accounts

Rowena Ironside, 2014, updated 2021