Practical pointers for board meetings

Article reprinted by permission.

Effective (and distraction-free) board meetings require smooth handling of a range of logistical matters. Here is some useful advice.

TRADITIONALLY, the word "boardroom" conjures up the image of an elegant, large room with a spectacular view up in the rarified upper floors of company headquarters, with oriental rungs covering the floor, expensive art on the walls, a gigantic wooden conference table, and comfortable chairs of soft leather. There are many boardrooms that would fit this image. But a boardroom can also be an ordinary, perhaps windowless, conference room with a Formica top table and white or black boards, a room which when not in use by the board is available to all employees for meetings.

The room itself, the size of the board, the mix between employee and non-employee directors, the personalities of the directors and the CEO are all factors that influence the formality with which meetings are conducted and the space in which meetings are held.

These days, as styles change, communication technologies evolve and company leaders become accustomed to using teleconferencing and videoconferencing in their daffy communications -- particularly as companies become global and international travel is more costly and it is less convenient to gather in one room for meetings -- companies are updating their boardrooms. In fact, the room in which the board regularly meets may no longer be designated the "boardroom" but may have much greater use as a management multipurpose meeting place.

Rather than have one large formal table, the room setup may feature smaller tables that can be joined into a large table so that the room can be rearranged for classroom seating, auditorium seating, or an open area for stand-up meetings or receptions. The company's information technology can be integrated into this room so that presenters can have the capability for presentations to the board that match what they are using in their own work areas. It's a good idea, however, to make the equipment as user-friendly as possible, including having a basic overhead projector, so that presenters who are not experienced with the new equipment can be comfortable.

Most directors are not impressed by flashy presentations but are most interested in having the necessary information provided in a concise, easy-to-grasp manner.

Some of the audiovisual capabilities that are continuing to be improved include rearview projection, personal-computer projection, overhead projection with camera to record handwritten meeting notes as they are projected, sound enhancement, teleconferencing and videoconferencing equipment, lecterns with controls for the equipment, remote operation of lights and window coverings, and much more.

Technological upgrading

Because corporate secretaries are responsible for preparing the room for board meetings, they usually are called on to participate in planning for boardroom changes. Most often those plans are part of a reorganization, relocation, or change in the methods of doing business which may be the result of globalization, consolidation or expansion, merger or acquisition, a new management team with a culture change, or adoption of new technology in all aspects of the business. Among the considerations in evaluating the benefits of investing in new technology in the boardroom are:

* Will the room be a dedicated boardroom or a multipurpose room?

* Will the improved technology help the directors reach better decisions more easily?

* Will use of the improved facilities/technology by management and staff justify the cost?

* Will the improvement outweigh the cost?

* Will the facilities/technology fit the operations style of the company?

* Will the improved technology enhance the communication between management and the directors?

* Will the facilities/technology accommodate advances in technology as they become available?

Whatever audiovisual capability is available, it is usually the corporate secretary who is called upon to make necessary accommodations if something fails during the meeting, so he or she must fully understand the operation of the equipment and be sure that help is available when required.

Everything in order?

Regardless of whether the boardroom is traditional or modern, elegant or plain, a principal responsibility of the corporate secretary is to see that it is arranged appropriately and that everything is in good working order for each meeting. A typical checklist might include:

* Making sure that there are enough chairs at the table or elsewhere in the room to accommodate those attending or making presentations at the meeting.

* Making sure that the room and furniture are dusted and swept and that there is proper lighting. Establish standards with the staff well in advance, so they know what to do for each meeting.

* Making sure that shades or curtains are in working order. Think ahead about the sun's trajectory so you don't have to interrupt the meeting to pull shades if you can avoid it.

* Making sure that audiovisual equipment is working and that AV staff is alerted to assist with presentations, if appropriate. Consider keeping an extra light bulb for the projector handy. If it's going to blow out, it inevitably will be during the board meeting ... not after.

* Making sure that food and beverage orders are set up properly before the meeting starts, along with a table to receive used cups, plates, glasses, and utensils. Be detailed in directions to staff so that the right quantities are ordered and will last through the meeting.

* Making sure that each place has a pad of paper and pencil or pen and, in some companies, a small cache of mints or hard candy. Watch out for noisy cellophane candy wrappers. They can disrupt the meeting.

* Making sure that water and water glasses are on the board table, or on the beverage table. Be careful about ice in the pitcher. It can slip unexpectedly and cause a spill.

* Making sure that materials to be distributed at the meeting are put at each place, or held in readiness at the proper location for distribution during the meeting. Consider using manila or clear plastic folders labeled with each director's name for distributing material at the meeting. The folder can be passed out as directors enter the meeting. This helps to ensure that each director gets everything and saves passing material around the board table.

Who sits where and who gets invited?

At the Board Meeting: Some companies assign seats at board meetings. This might involve directors sitting in exactly the same seats at every meeting or changing seating assignments from meeting to meeting. In other companies, there is no formal seating assignment and directors sit wherever they wish.

There are a number of sound reasons for assigning seats. For example, seat assignments can:

1. Facilitate placement of directors with hearing or sight impairment closer to the chairman or nearer to audiovisual presentations.

2. Facilitate mentoring of new directors, by placing the new director between two helpful, longer-term directors.

3. Reinforce or neutralize director hierarchy (e.g., by seating directors in order of seniority on the board or by seating them alphabetically or by some other "neutral" basis).

4. Help staff locate directors with minimal disruption in order to deliver urgent messages.

5. Facilitate directors' getting to know one another better by rotating assigned seating, and help prevent or eliminate cliques.

Of course, most of these objectives could be achieved without formal seating assignments simply by having the chairman request that directors take certain seats. So the decision to have formal seating assignments is generally more a matter of style or tradition than anything else. If seats are assigned, nameplates or large place cards can be used to identify the directors' seating at the table. Practices also very widely with respect to the regular attendance of officers at board meetings. Many companies have only directors in attendance, with officers entering the boardroom only to make a presentation and then departing. This practice keeps deliberations and discussion to a relatively small group (the directors), which some boards feel increases the effectiveness of discussions and the level of candor and openness among board members.

Other companies routinely include officers as guests in substantial portions of the meeting. These companies see value in the attendance of officers, either as a developmental mechanism for the officers, or to help the board be better informed about issues or about the strengths of the management team. When officers are invited to attend the meeting as guests, at some companies they are seated at the board table, and at others they will sit along the side of the room or at a separate table just for officers. The seating arrangement may or may not signal the level of participation expected. It may simply be a function of space availability.

Even the place where the chairman/CEO sits varies among companies, because boardroom tables, room acoustics, and lines of sight differ at each company. Typically, however, the corporate secretary will be seated next to or near the chairman in order to help keep the meeting agenda on schedule, to point out the need for particular board action, or to alert the chairman to issues of which he or she may not be aware (such as director confusion or concern on particular matters).

At Committee Meetings: Committees tend to be smaller and meet in less formal surroundings. Company conference rooms are typical venues, and the rooms may change from meeting to meeting. For these reasons, it is generally less typical for there to be assigned seating at committee meetings. However, the reasons for assigned seating at the full board could also have merit for committees, depending on the circumstances.

Because committees usually conduct more detailed business than the board, officers are frequently active participants in committee meetings -- making reports, responding to questions, and helping to give the committee perspective on technical issues. Certain officers may even be assigned as the management "liaison" to particular committees (for example, the CFO or general auditor might be the liaison for the audit committee, the head of communications or philanthropy or government relations might be the liaison for the social or public policy committee, the head of human resources might be the liaison for the personnel committee, the CFO for the finance committee, and the corporate secretary for the nominating and corporate governance committee[s]).

At Other Events: Seating arrangements for breakfasts, lunches, dinners, or other social occasions may be informal or formal, depending on the circumstances. Many companies use such events as a way to "showcase" senior officers or to have the board get to know more officers at lower levels of the company than they might otherwise. In such situations, formally assigned seats would be the norm, and the corporate secretary would usually keep track of which officers sat with which directors in order to assure that assignments vary at subsequent events. The chairman or CEO may have a personal interest in reviewing seating assignments for these types of events to make sure that particular officers are paired with particular directors.

20 tips in arranging food and beverage service

These tips that members of the American Society of Corporate Secretaries have learned through long experience may save you headaches as well as expense.

1. Continental breakfasts in the meeting room for early-morning meetings help take the edge off the early hour, but watch what actually gets consumed, especially at hotels, which tend to allow one to two muffins per person and charge accordingly.

2. Setting up a separate service table for food and beverage in the meeting room allows directors to serve themselves easily without disrupting others. It also helps avoid spills on the board table. But it's a good idea to overstock on napkins and paper towels anyway, just in case there is a disaster.

3. When serving in the meeting room, don't forget to set up a place for directors to return used plates and cups. Many will prefer to move them off the meeting table once they've finished.

4. It's advisable to include water, diet and caffeine-free soft drink alternatives, dairy and nondairy creamer, and sugar and artificial sweetener anytime you serve beverages, even in the early morning.

5. Separate ice buckets keep the ice frozen longer than filling glasses with ice from the outset.

6. Watch out for noisy "sterno" or electric or gas burners under warm beverages. These can be very annoying during a meeting.

7. Know your directors' food allergies, desires for vegetarian or kosher alternatives, and favorite specialties. And watch out for known troublesome combinations, such as shellfish and alcohol, which can cause sudden allergic reactions.

8. Seek the advice of catering staff on food combinations that do or do not work well together, especially if you are not used to planning lunches or dinners. But don't be intimidated if you have questions or doubts, or if you know what you want.

9. Light lunches before a meeting are less likely to cause people to fall asleep during the meeting.

10. Consider featuring company or customer products, when appropriate, such as wine grown by a customer, produce grown by someone to whom the company rents land, or fruit grown by someone who regularly purchases the company's agricultural products.

11. When on a tight budget, keep most of the meal simple, and splurge on dessert.

12. Vary the cuisine from meeting to meeting. Directors do remember!

13. Save time by having the appetizer or salad and the dessert pre-set

14. Buffets are great when you don't know how many directors will be there, or when you need to speed things along. (It's a good idea to try for access on both sides of the service table.)

15. Keep flowers or centerpieces low so that directors can see one another and carry on a conversation across the table.

16. When the group is large, consider using several tables rather than one long one, which limits the ability to interact

17. When using place cards, especially with guests that the directors might not know, try putting the name on both sides of the card so that people across the table can see the name as well.

18. Try assigning seats, even without guests in attendance, so that directors don't always sit with the same group.

19. Keep track of who sits next to whom at various events, so that you can change the seating around the next time.

20. At large dinners with assigned seating, give out table assignment cards or post a seating list on an easel at the entrance to the dining room.


Source of this article:

Logistical Arrangements for Board Meetings, (C)Copyright 1999 by American Society of Corporate Secretaries Inc.

This article is adapted from a monograph recently published by the American Society of Corporate Secretaries titled Logistical Arrangements for Board Meetings. Copyright (C) 1999 American Society of Corporate Secretaries Inc., New York.

Copyright 1999 Directors and Boards. Copyright 2008 Gale, Cengage Learning

Original source of this information:

Directors & Boards. www,

Article reprinted by permission.

Updated Dec 1, 2008