Venturing into a boardroom for the first time can be a daunting or exhilarating prospect. However you feel about it, it will be an important interaction with a powerful group of people who can influence the direction of your company. They could become your strongest supporters or your worst nightmare. It is important to be well prepared and to understand the role of the board so that you can make your contribution at an appropriate level.
To help executives who want to make a good impression with their first board interaction, we have developed this checklist. The questions will help even if you are an experienced manager and have been part of this company for many years.
The questions below provide comprehensive coverage across:
- Understanding boards and their role
- Your board and its protocols
- Information flow with your board
- Pre-reading and presentation design
- Preparing the details
- Following up and minuting
The questions are designed to start you thinking about issues that you may encounter. Your answers are not necessarily good or bad; they should reflect the current and desired state of your understanding of the board and its role in your company.
Trust yourself to recognise the most important questions to help you get off to the best possible start on your boardroom journey.
At the end of the checklist, we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for putting into action the ideas that result from considering the checklist.
Understanding boards and their role
1. Do you understand the basics of corporate governance, including how boards govern, shareholders own, and managers run companies?
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2. Do you know how your specific board adds value to your organisation and what it requires from management to support this?
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3. Do you have time to do a course in governance fundamentals before you start interacting with your board?
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4. Can you identify the independent, non-executive and executive directors on your company board?
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5. Do you know who the individual directors are and their broad professional background?
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6. Is there a company secretary or other senior manager who regularly interfaces with the board and can give you some guidance?
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7. Why are you talking with the board? Are you informing them about something, or do you need them to make a decision?
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8. Can you keep your presentation at the strategic level, covering the key legal, regulatory, financial and strategic issues without operational detail?
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Your board and its protocols
9. How formal is your board? Do you need to observe protocols such as ‘speaking through the chair’ or can you be more normal in your interactions?
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10. Have you read the company constitution? It is a useful reference on the powers of your board and how the board uses those powers.
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11. Do you understand the financial and other delegations that the board has made? Are you talking about something that is within the powers delegated to you?
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12. Boards need to be sure that they understand any conflicts of interest that they, and the managers presenting to them, may have. Have you considered and declared any conflicts of interest? Do you recognise any conflicts of interest among the directors?
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13. Does the board like to receive a presentation, or do they prefer to read their papers and ask questions of the executives? Who can you ask that has presented to the board previously?
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14. Is there a standard format? For example – present for ten minutes then answer questions or take questions throughout your presentation.
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15. How will you know when it is time for you to enter the boardroom? The board may run ahead of, or behind, the scheduled timing.
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16. Who will introduce you to the board? What do you want them to say? Have you written a short introduction for them to read?
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17. Will you have a colleague or manager in the room to offer moral support?
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Information flow with your board
18. What information does your board receive as ‘standing items’ and what does it receive as ‘ad hoc’ reports?
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19. Is there a reporting framework that sets out what level and type of information the board requires?
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20. Do you have a schedule of when information will be sent to the board? Must information be sent a specified number of days before board meetings so that directors have time to read, consider and make their independent inquiries into it?
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21. What is the approval process for board papers and any information sent to the board between meetings?
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22. How does your board handle late or tabled papers?
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Pre-reading and presentation design
23. Has the board seen past information on this topic, either in broader board packs or as part of previous proposals? Are you able to access these papers? Who can you speak to to best understand the past reactions and feedback of the board and individual directors?
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24. Most boards will want a board paper before the meeting so that they can read and prepare for the discussion. Does your board have a preferred format, length or style for board papers?
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25. Most boards will want short succinct papers. Have you written your material specifically for this audience (don’t cut and paste from other papers that are pitched at management) and removed all unnecessary details?
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26. Have you identified and communicated the risks inherent in your topic? Does your board have a risk appetite statement and, if so, are all the risks within the stated appetite?
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27. Are you going to just talk to your paper, or will you use any slides or visual aids to help communicate the key points? It is best to provide copies of slides with the board papers rather than give the board something new during the meeting.
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28. Have you explained any jargon or acronyms? Provide a glossary if there is any chance that any board members may not recognise technical terms.
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29. Will your slides and any charts, graphs or illustrations in your paper be easily readable by people who may need glasses for either short or long vision (and who may not have them handy)? A font size no smaller than newsprint is advisable for papers and as large as a headline for presentation slides.
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30. Do any charts or graphs explain a concept at a glance? If you need to talk people through what a graphic means, it is a badly chosen graphic.
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31. Should you expect to talk to your paper, or will it be taken as read? Who on the management team can you talk to to better understand the expectations?
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32. Is there someone you can trust to proof your presentation and all numbers in close detail? Small mistakes can make boards question all details of your presentation and delay an otherwise clear decision
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Preparing the details
33. What is the standard format for presenting to your board? If papers are taken ‘as read’, do you understand how to practically lead this discussion?
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34. Have you asked the CEO (or other executive that spends a lot of time with the board) what questions are likely to be asked on this topic? You should also ask if any directors have pet topics or areas they will typically focus on? Does the CEO expect any specific reactions or commentary from directors on this topic?
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35. Boards need to build a shared understanding of the topic and their decision. Are you prepared to allow the directors to talk among themselves while you stand by to assist if called upon?
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36. Have you practised your presentation enough times with enough people that you can anticipate questions and have answers prepared? Do you need to change the presentation so that common questions don’t need to be asked? That will save time, which is valuable to board members.
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37. Where are the points that will be contentious? Have you got a clear and unemotional response to questions about these points?
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38. Are you comfortable that you have access to additional information that you can share if any of the directors want to delve more deeply into the issues after the board meeting? Have you ascertained the process for providing this information to the directors? (usually this is through the company secretary or CEO)
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39. On what areas will you be expected to be across the detail, and on what areas is it more acceptable for you to take questions on notice?
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40. Will you be comfortable to state that you don’t know if anyone asks a question that you don’t yet have an answer for?
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Following up and minuting
41. Boards must keep accurate minutes of their meetings. These are not a transcript but should record all decisions and the key criteria upon which decisions were based. Have you considered what the minutes should say about your presentation? Can you see a sample minute of a similar conversation?
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42. Can you write a draft minute that will capture any key points for the company secretary and make it easier for them to prepare the minutes? Do this after the meeting so that you know the outcome of the board’s consideration of the matter.
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43. Did any director ask for any additional information? If so, have you confirmed that you will source and provide it? Can you get contact details from the company secretary or should the company secretary forward it to the relevant directors? What timeframe has been given for provision of the information?
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44. Are you clear on what the board has decided and what the next steps are for you to take?
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45. Is there any future report or presentation for you to make to the board? Have you got the resources (time, support, money, etc.) to deliver when scheduled? If not, ask for them before you leave.
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Taking action
Read the questions and note which ones you can confidently answer. Make a record of any actions that you wish to take to help answer any questions that you were not confident about.
This is not an issue to approach alone. Discuss any help that you may need with your manager, the company secretary or the CEO and get help if you need it.
Additional reading and reference sources
Presenting to Boards, J Garland McLellan, Great Governance, 2011
Write to Govern, M Morel, The M Factor, 2011
Setting the Tone at the Top, B Seldon and M Muth, Australian Institute of Company Directors, 2018
Don’t; How Using the Right Words Will Change Your Life, B Seldon, Mercier, 2016
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If a question almost always comes up, put your prepared answer into the paper; board time is precious and you don’t want to waste it with responses that should have been given before the question was asked.