Strategies for Effective Board Meeting Preparation

As demands and expectations increase, directors should consider if they need to be doing more to be prepared and engaged as they fulfill their board responsibilities.

Changing Dynamics in the 21st Century

For generations many public company directors faced a simple board meeting preparation checklist:

(1) receive the materials from management, (2) review the minutes from the last set of meetings and

the latest company financials, (3) scan the meeting agenda and the remainder of the board books.

In today’s environment that approach is outdated.

By definition, independent directors are not fulltime employees. Their very independence from the companies on whose boards they sit enables them to exercise autonomous judgment as they fulfill their fiduciary and oversight duties. By the same token, boards today are on call 24/7 and their scope of responsibility has increased. Greater input is now sought from directors on everything from company strategy, to executive compensation, to mitigation of emerging risks such as cybersecurity.

The end result is that the role of a public company director has evolved. It is not, and should not be, a full-time occupation, but represents more than a de minimis commitment. Directors are now expending extra effort to keep up with their companies, the competition and the general marketplace. And given the added burden required by this new paradigm, directors may often struggle to prioritize and focus their preparation efforts in advance of board meetings.