Distracting issues in the boardroom

The board is an important component of the governance structure of an organization that ensures the interests of the key stakeholders are protected. The board is therefore responsible for the following key functions;

1. Putting in place strategic plans that when implemented by management enable the organization to achieve its goals;
2. Developing and implementing an effective governance framework that will ensure the interests of stakeholders are protected and
3. Taking responsibility for all actions of the organizations and giving regular and transparent accountability to the stakeholders.

In pursuance of the above roles, regular board meetings are held to receive and discuss management board papers for either noting them or making policy decisions as requested by management. Board meetings if well-arranged and managed are expected to achieve the desired results of timely and effective policy decisions. However, there are times when the following distracting issues may interfere with the effectiveness of the board;

Ineffective chairperson

The chairman presides over the meetings of the board of directors and ensures the agenda is dealt with in an orderly fashion. Board meetings will only achieve their desired results if the chairperson can control the meeting and guide it toward making correct decisions that will enhance the capacity of the organization to achieve its strategic goals. With a weak chairperson, the board tends to waste time and make suboptimal decisions. A weak chairperson may also lead to the meeting being hijacked by strong members of the board and management for purposes of influencing decision-making. It is important therefore the chairperson of the board should have the necessary competence to effectively chair board meetings.

Ineffective board secretary

A board secretary works behind the scenes to provide an effective link between management and the board. The meetings will not be successfully held if the secretary cannot organize meetings, keep a record of the proceedings of the meetings, and fast-track everything required for meetings. The ineffectiveness of the board secretary may lead to the following annoying issues;

• Notice of board meetings, board papers, and minutes of the previous meetings may not be sent in time;
• Meeting venue is often not properly arranged and may have a lot of disruptions from outside;
• The chairperson is not adequately advised before and during the meeting;
• Break down of the communication between the board and management;
• The board is also not adequately advised on governance and strategic issues;
• Reminder notices for the meeting are not sent;
• Matters arising from minutes of the meetings are not adequately tracked; and
• The minutes of the deliberations and decisions of the board are not properly recorded.

Lack of board-owned agenda

There are situations when the board agenda is developed but not owned by the board. It is developed and owned by management without any input from the board. Only issues that management wants the board to discuss are put on the agenda. In this situation, major decisions may be taken by management without the approval of the board. The board agenda must be put together by the board secretary working closely with management and the chairperson. The agenda as put together should be approved and regularly reviewed by the whole board to ensure its completeness. The board can only achieve its purpose if it is guided by a board-owned agenda.

Poorly prepared board papers

Sometimes board members receive long and poorly written board papers that are not easy to read and understand. The purpose of each board paper is not clear. The board papers may also be full of abbreviations that are not adequately explained. In some organizations, management reports with all the details are forwarded to the board as board papers.  Poorly prepared board papers are time-wasting and do not help the board members to quickly arrive at correct policy decisions. Therefore, board papers should contain summarised and well-written information on the issues to address, the recommendations by management, and the impact if any on the whole organization.

Interrupting others

Without respecting the chairperson, some board or management team members are fond of interrupting others during the meeting. The interruption may be in the form of ringing phones or talking on phones and holding side discussions during the meetings. Some members are also fond of walking in and out of the meeting to attend to urgent calls.

Board members who do not read the papers

The idea of sending agendas, board papers, and minutes of the last meeting in time to the board members is to enable them to read and appreciate the board papers so that they are in a position to effectively make their contribution during the meeting. It is annoying for any members to delay the meeting because they do not have time to read the board papers. A board meeting is called to discuss and make decisions on the board papers that the members are expected to have read.

Members who do not listen

A board meeting is also held to enable the members to share ideas and information on the board papers as submitted and other strategic issues facing the organization. It is annoying for a member to repeat the contribution earlier made by other members because a member was not attentively listening to other members’ contributions. Members should attentively listen to the contributions being made by others.

Orders from above

Without earlier engagement of the members, management may simply introduce an urgent board paper for approval by the board because of orders from above. This tends to make the board feel that it is being used to rubber-stamp decisions already made from above. The orders from above could be from either key shareholders, regulators, or group boards. Management should engage the board members on the proposed board papers that fall under this category before the papers find their way to the agenda.

Negative members

It is also distracting to others when there is a member on the board who tends to have a negative attitude towards proposals made by management or decisions made by the board. A member with a negative attitude tends to retard the progress of the meeting in arriving at correct decisions.

Conclusions

The above challenges in the board room faced by the board members, board secretary, and the management team are part and parcel of life and they may not be avoided. The organization should put in place a plan to prevent them from occurring and if they occur to overcome them. These challenges also provide opportunities for growth through capacity-building programs for the people involved in the governance of the organization.