POOR PREPARATION
Some Board members open premiering packages five minutes before the meeting begins. On some Boards, it is the Chair who behaves in this way. In other settings, most background material is not precirculated but is handed out at the start of a meeting. In both situations, Board members are poorly prepared.
POTENTIAL DEMAGE
Unprepared Board members slow meetings down with questions that are often covered in permeating packages. Alternatively, they may keep quiet, rely on experienced members, or trust the CEO’s judgment without questioning. Their capacity to make informed decisions is small, and the likelihood of flawed decisions increases. Members who did their preparation may become resentful and cynical, which may distract them at the meeting. If the culprit is the Chair, his or her action (or inaction) validates the notion that lack of preparation is okay, thereby perpetuating the problem.
REAL BOARD SOLUTIONS
If a specific issue on the agenda is significant, pause to give people time to review the relevant material or to have its key points explained. If a decision on the issue can wait, it may be prudent to postpone it until the next meeting and remind members to prepare for it.
As a preventive measure, emphasize during orientation that a Board is not a social club and that members have a duty to act diligently and responsibility and prepare for meetings so they can make informed decisions. Emphasize that members must never assume that report writers have done a thorough job and are incapable of making mistakes.
As an additional measure, insist that most materials be ready for review a few days before the meeting and that late reports be the rare exception rather than the norm. Finally, ask report writers to make their documents clear, concise, and easy to read. Lengthy reports should include tables of contents and executive summaries, to make it easy for members to locate key points. It is also a good practice to rewrite potential decision-making options or motions and to highlight them in pre-meeting materials.
(MINA, 2009, p. 35)