Boards discover information and reach decisions through discussion. To help directors who want to have better quality discussion, we’ve published this comprehensive checklist to prompt your thinking and help to proactively identify issues. The questions will help even if you are an experienced director, and/or if you have already served on this board or committee for a while.

The questions below provide comprehensive coverage across:

  • Assessing discussion effectiveness
  • Building a shared ‘board view’
  • Negotiating acceptable outcomes
  • Understanding communication styles
  • Enhancing personal effectiveness in discussions

The questions are designed to start you thinking about issues that you may have noticed but not yet considered addressing as well as to help you to notice issues of which you may currently be unaware. The answers are not necessarily good or bad; they should reflect the current and desired state of your unique board and committee.

Don’t ask all of the questions. Trust yourself to recognise and ask the most important ones. You can return to the list at intervals to consider your progress. We recommend using the list to stimulate your thinking:

  • Immediately before and immediately after your next board meeting
  • Before or after a contentious decision
  • Before and after developing and reviewing strategy
  • When preparing for the AGM or other shareholder meetings
  • Before interacting with regulators or auditors

At the end of the check list, 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.

Assessing discussion effectiveness

1. Are the discussions around your boardroom table purposeful and aimed towards achieving an outcome?
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2. Is the outcome usually achieved?
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3. Is there a clear progression from acquiring information, through discussing and understanding the information, to deciding what to do on the basis of the information?
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4. When the outcome is not achieved, does the board finish the discussion with a clear path forward?
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5. Do the discussions at board meetings spend most time and energy on the most important matters on the meeting agenda?
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6. Do discussions usually adhere to the scheduled timing on the agenda? When the discussions overrun the time allocated is this because of new information, a poor agenda allocation, ill-disciplined contributions, loose chairing or other reasons?
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7. At the end of each meeting is there space on the agenda to discuss the performance of the board at this meeting? Do you consider which items and discussions were most effective and why? Do you consider where the board got bogged down and why?
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8. Do some board members dominate discussions? Are there some board members who are too quiet or appear disengaged?
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Designing a good discussion

9. When the board acquires information do the directors gather facts and identify assumptions before starting to discuss the implications?
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10. When selecting the facts to consider, is the board aware of facts that it ignores or to which it ascribes a very low weighting?
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11. When discussing the implications does the board rigorously assess all the available data or does it form a conclusion based on a few selected facts?
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12. Are assumptions clearly designated and flagged for checking as the decisions are implemented?
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13. Is it clear when the discussion has moved from generating options to selecting a preferred option?
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14. Does the board avoid re-prosecuting arguments?
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15. Does the board avoid changing decisions in the minutes rather than the meetings?
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Building a shared ‘board view’

16. When the board reaches agreement, does it communicate a clear agreed decision to management?
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17. Do directors support the agreed outcome in discussions between meetings
 
1?
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18. When topics recur on the annual agenda, do the board members start from the prior agreed position?
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19. Does the chair draw discussions to a clear conclusion? Do the directors assist this process?
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20. Do directors speak up if there is an issue that they feel has not been addressed to their satisfaction?
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Negotiating acceptable outcomes

21. When the board is not ready to support the decision proposed by management, do the directors formulate a useful workable alternative?
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22. Is it clear whether actions are endorsed and additional information is to be provided, or whether actions are not endorsed until additional information has been provided?
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23. Does the board set clear boundaries for matters that are not up for negotiation and matters that are?
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24. When differing opinions are held, or when directors place different weight on facts, does the board investigate and consider the range of viewpoints before making a decision?
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25. How does the board ensure that they identify and manage conflicts of interest in reaching their decisions?
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Understanding communication styles

26. Has the board ever undertaken a personality or communication styles assessment?
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27. Is there a diversity of styles
 
2 within the board and senior management team?
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28. Does the chair take time to engage the less vocal directors on important decisions?
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29. Does the reporting to the board allow for different preferences for the uptake of information - e.g. visually, numerically, vocally or aurally, in writing, and kinaesthetically (through site visits and other experiences)?
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30. How can these different preferences to absorbing information be incorporated into the board’s discussions?
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Enhancing personal effectiveness in discussions

31. What is your preferred discursive style? Are you an enthusiast, charismatic, thinker, sceptic, follower, or controller?
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32. When is your preferred style most effective?
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33. When your preferred style is not going to be the most effective way to communicate, what options do you have for changing it and how readily can you adopt the most appropriate one?
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34. Do you convey positive information about what you want, rather than negative information about what you don’t want?
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35. Before speaking, do you consider the outcome you want to achieve and the best way to frame your contribution to the discussion?
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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. Schedule those actions as immediate, at the next board meeting, or within the next year.

If you are the chair, you may wish to have a conversation with the board about the most relevant questions at the next meeting or at the board’s next development workshop. If you are not the chair, you may wish to have a conversation with the chair about your observations.

Additional reading and reference sources

Presenting to Boards; Practical Skills for Boardroom Presentations, J Garland McLellan, Great Governance Press, 2011

Setting the Tone at the Top, B Seldon and M Muth, Australian Institute of Company Directors, 2018

101 Boardroom Problems and How to Solve Them, E Mina, Amacom, 2009

Don’t; How Using the Right Words Will Change Your Life, B Seldon, Mercier, 2016

Agile Conversations; Transform Your Conversations, Transform Your Culture, D Squirrel and J Fredrick, IT Revolution Press, 2020

Persuade: Using the Seven Drivers of Motivation to Master Influence and Persuasion, P Hesketh, Capstone, 2016