The ideal board meeting features strategic discussion among trustees with ideas, comments, questions and suggestions freely shared. However, many CEOs report a lack of discussion at board meetings. CEOs and board chairs should not be reassured by a quiet board – generally, this is not a healthy sign. The essence of the board’s work occurs during its meetings; participation by trustees is foundational to the board’s duties. When discussion is lacking, trustees may begin to question if board service is meaningful.
There are many factors that may contribute to board meetings that are overly quiet. Begin your analysis with these questions:
- Are agenda topics strategic and at the governance (not operational) level?
- Are staff presentations lengthy? Do staff presentations dominate the agenda?
- Are briefing materials and board packets concise?
- Does the board have the needed education in relevant health care matters?
Consider these action steps to ensure that active discussion among all board members becomes routine:
Setting Expectations
Board members must understand that active participation during board meetings is a basic requirement of board service. This obligation should be clarified during trustee recruitment and should be emphasized during new trustee orientation. To illustrate this responsibility during orientation, consider presenting a few discussion examples from past board meetings. (Example: After a brief staff presentation on trends in the local insurance market, the board asked questions and discussed potential new payment models and the possible revenue impact.) For boards that remain reserved, schedule an educational update at your next board meeting about governance duties, with emphasis on how this is carried out in the board room via discussion and Q&A.
Agenda Construction
Begin with a review of past board agendas. Are there routine items that can be moved to a consent agenda, delegated to a committee or simply handled by management rather than the board? Effective board meetings feature streamlined agendas so that board time is concentrated on key strategic items. Each agenda should feature one or two strategic discussion topics. Identify these topics on the agenda so that trustees have a clear advance understanding of the most important agenda items. Although some strategic discussion topics require immediate board action, other subjects do not. Even when a topic is not an action item, strategic discussion in the board room can be helpful counsel for the C-suite and may also open new lines of thinking.
Board Packets
Sometimes board members are hesitant to join in board room discussions because they are underprepared for the meeting. Meeting materials should be available at least one week prior to board meetings to ensure adequate time for review. Cast a critical eye on the composition of the board packet: Busy trustees need summarized, well-curated board packets.
Staff Presentations
Even highly experienced C-suite members may be guilty of overly lengthy presentations in the board room. Staff presentations should be concise, with additional summarized material available in the board packet if needed. CEOs are advised to guide their staff on shortening up both the length of the presentation and the slide deck. Consider imposing a limit of three slides for staff presentations. This will help the presentations stay at the governance, rather than operational, level.
Key Questions
For each strategic topic, pose 2-3 discussion questions to initiate board discussion. The CEO (with the possible assistance of the board chair) should develop these questions in advance of the meeting. Some boards also appreciate receiving the questions with the premeeting advance materials.
Role of the Board Chair
The board chair plays a key role in facilitating discussion in the board room. The most effective board chairs encourage discussion among all members. For example, as an agenda item is introduced, the board chair may state, “We have reserved time on the agenda for a thorough discussion of this topic and I look forward to hearing your thoughts.” Or the board chair may politely call on a specific trustee to speak, “Jane, given your background, what do you think about these options?” Board chairs should be mindful that their comments and receptivity to fellow board members can impact, positively or negatively, a board culture that promotes (or discourages) active participation. Facilitation skills are important to consider as boards select future chairs.
Role of the CEO
The CEO should take every opportunity to reiterate to trustees that robust conversation at board meetings is both welcome and necessary. The expectation for board member participation should be emphasized during trustee recruitment and board orientation. The CEO is also pivotal in agenda planning and topic selection. The board should rely on the CEO to identify key strategic subjects for each agenda. The CEO also controls the contents of the board packet and can ensure that background materials are presented at a summarized governance (rather than operational) level.
Board Education
Enlist a board committee (such as the Executive Committee or the Governance Committee) to critically review board education needs. Understand that education priorities may differ among new versus experienced board members. Given both the complexities and the dynamic nature of health care, CEOs and board leaders should expect to double down on trustee education. An annual education plan is essential for a board to be adequately prepared for substantial discussions in the board room.
Final Considerations
As health care gains in complexity, hospitals and health systems with highly effective governance will be best positioned to serve their communities and live their mission statements. Boards with an established culture of robust participation during board meetings will benefit from the contributions of all trustees. Optimal decision-making is a result of dynamic and active board meetings.
Kimberly A. Russel, FACHE is the CEO of Russel Advisors.