The best answer I had once from a more experienced friend was, ‘As informal as possible – but no more so.’ In other words, let’s keep the formalities to a minimum that allow us to do what what we’re here for, to make the decisions that only the board can make – usually the most important and tricky decisions the organisation faces. You want to give yourself the best chance of getting them right.
In practice, I think this leads to two guiding rules:
- The chair needs the ability to control the discussion, to the extent of who is speaking and who is not, rather than in what they’re saying.
I’m not a fan of the rather archaic form of addressing another board member, ‘Through you, chair …’ which I suspect is a hangover from parliament, where the members address the Speaker of the House and refer to the person they’re really talking to in the third person (‘May I ask the honourable member …’). However, this always needs to be the unspoken assumption: as chair, you need the authority to allow (or encourage) a quieter person to speak, or to restrain someone who is dominating or repeating themselves.
- The chair also needs to ensure that you have only one discussion at a time around the board table.
This should be relatively obvious, but quite often a side conversation will break out and occupy one group of board members, while others are still speaking on the main topic. One danger – besides the bad manners of speaking over someone else – is that you can easily miss a point, or that others will miss what might be a perfectly valid point in your side-discussion. This habit is also a nightmare for your minutes secretary, who can’t follow two parallel discussions. As chair you need to control it and call people back to order if necessary.
Another aspect of boardroom formality is the proposing and seconding of resolutions: ‘Would someone move that we accept this report … and someone else second the motion?’. What value does this add, and why do we do it? Whenever I ask this, the answer is along the lines of ‘Because we’ve always done it this way,’ rather than for any other good reason.
I suspect this is a habit carried over from the rules for conducting shareholder meetings, usually set out in the organisation’s constitution. These usually say that a motion at an AGM will only be considered by the meeting when it has been properly proposed and seconded. This can be helpful for controlling a larger meeting like an AGM, but how a board runs its own meetings is an entirely different question.
In practice, chairs are likely to use the practice of proposing and seconding as much for ensuring a board member is awake – ‘Jo, are you happy to second that?’ – as for signalling who is actually bringing the resolution to the board. After all, most of the board’s material comes from the chief executive. If he or she isn’t a board member, then they won’t be proposing or seconding anything, even though it’s their paper. Also, if something went badly wrong and a court was trying to work out why the board made a certain decision, I think it would be misleading to have proposer and seconder recorded – especially when they actually have no greater interest in the matter than any other board member. Finally, the practice undermines the important principle of collective board responsibility for our decisions.
Sometimes though, even with the best intentions, a meeting won’t always run the way you’d like. I chaired the regional branch of a not-for-profit organisation some years ago. Our relatively large board used to meet at a long narrow table in a small room. During one meeting, part way through a fairly passionate discussion, I noticed a second even more lively exchange at the other end of the table. Raising my voice slightly, I said, ‘Only one discussion, please’. One of the board members most involved at the other end of the table looked around at me and said, ‘That’s OK Richard – we’re only having one discussion.’
Yes, it keeps you humble – and thinking how you might manage better next time.