To read or not to read, that is the question!

Let’s face it, being a non-executive director has its pluses and minuses and a big ‘minus’ in terms of the demand on our time, comes in the form of reading board meeting papers.

As a non-executive director how do you prepare for a board or committee meeting?

You will of course be aware that you have a responsibility to provide not only strategic support and advice to the organisation, but how do you best balance that alongside the responsibility to scrutinise and challenge? Good board induction programmes, for new board members, will emphasise the need for you to read the board papers provided ahead of each meeting, so that you can contribute effectively at that meeting.

Bearing this in mind, I am yet to see an induction or buddying programme, that provides any guidance on how best to read those papers and how to link the reading of those papers, to making an effective contribution during the meeting itself.

This month I wanted to consider what we really mean by reading the papers. Clearly there is no ‘right way’ for doing this that everyone should follow, however I am suggesting some principles we can all follow to make it easier and much more time efficient.

Let’s turn this on its head a little and rather than starting with how we should read the papers, let’s first think about what result we want to get from someone who has read the papers effectively. What organisations really need is each Board member taking the time to properly consider the information that is made available i.e. the meeting pack, link that information to their own experience(s) and then make a valuable and informed contribution to the required discussion or decision that needs to be made.

Being prepared as an effective contributor, means reading the papers with a targeted and focused approach based on the decisions required i.e. approval of capital spend, discussion on new build or expansion project etc. The best decisions are based on a sound decision-making framework and board members that contribute to that process are considered to be effective. Your actions prior to the meeting should prepare you to take an active part in the process of making great decisions. So, let’s explore the tgf decision-making framework.

The tgf Decision-Making Framework is a three-part process of deliberation where each discussion has an opening phase, an exploration phase and then finally, a closure phase. When the information presented for a meeting is being reviewed, an effective board member will be able to contribute to each stage of the process by ensuring that they have gathered their thoughts and comments in a structured way.

In the opening phase you will want to avoid any form of Group Think and you must rely on your unique perspective when you are reviewing the papers whilst being consciously aware that your difference counts when you are considering the information at hand. You should then use your background knowledge, your private study and research so that you are able to join the meeting with intelligent contributions and questions. It is often remarked that there is no such thing as a ‘stupid question’ because that item you were not certain about is also possibly shared by other members. There is a caveat to this however, in that if you don’t get yourself up to date with the information at hand, what’s going on with current affairs and updates from the company, you may ask (stupid) questions that with more preparation would not have been asked. In this opening phase after considering the diverse views and questioning intelligently, a timely discussion should follow. Being reflective is useful but contributing to a discussion after it has been concluded is unhelpful most of the time. Read the papers in advance of the meeting so that you have time to reflect on the overall picture and you can contribute to discussions.

I call the next stage of the decision-making framework exploration. This is where we expect rigorous challenge and to provide the right level of rigour, you will require a more in-depth interrogation of the papers and supporting information. This doesn’t mean there has to be conflict in the challenge and added to this is an appropriate level of scrutiny i.e. not getting operational but staying strategic. Finally, at this stage we should routinely monitor the performance of the executive team and therefore in reading the papers, there should be a review of all indicators, budgets and comparators, and effective board members will review current and previous papers.

The last stage in the Decision-Making Framework is what I call closure. Board members are expected to contribute collectively therefore in your preparation of the information that has been reviewed and scrutinised, ensure your contributions are noted. Board members can bounce off each other and by making note of your contributions, and then considering fellow board members’ opinions, thoughts and experiences; collective decisions can be made.

To conclude, as a result of the effective reading of the papers, a board member should be able to approve confidently and decide with integrity. Having opened up discussions, ensured that you are not conflicted in your opinions with subjective viewpoints, and done the necessary work, you will then be able to complete the decision-making cycle.

So, here are my tips for preparing for the board meeting as you take into account the Decision-Making Framework described above.

• Start by getting your mindset right – I sometimes review the papers as though I am the Chair of the meeting, and this helps to review the information with a more productive focus. You can also read the papers from the perspective of another stakeholder like a customer or a regulator.

• Print the agenda with key points highlighted, and also as a tool for monitoring progress when you are in the meeting.

• Review the agenda like the contents page of a book and create a visual representation to contextualise the meeting. I sometimes put the agenda into a mind map so I can see the inter connections to the various parts of the meeting.

• Review the minutes of the last meeting and scan previous meetings papers so that you are prepared for previous actions and the flow of information.

• Do a first skim of the papers, make a note of the key issues as you read the papers and anything that you expect to be raised. Make a note of what is required for each report especially if it is to be noted, approved or discussed.

• As you skim each report in your first review of the papers, start to make a note for each agenda item referencing page numbers so that you are able to share this with your fellow board members.

• Now look at each report individually for a more detailed review. Using highlighters, post it notes and making connections to other information. I tend to take a break after considering large reports so that I can have a refreshed and motivated perspective.

• Before making a contribution, consider whether it has already been covered, whether it adds value to the meeting, and you can clearly communicate your thoughts.

• Think about what is happening in current affairs, your reading, current experiences with other client’s businesses that can be usefully shared in the meeting.

• Think of examples, case studies, references that can be usefully shared to back up your point.

• Summarise your key points and identify the top 3 things you want to see resolved in the meeting.

• Once you have made all your key points and annotations, go back and re-read to ensure there are no blind spots and that you have correctly understood everything.

Over to you until next month – in the meantime email me what tips do you have for reading board papers?