What really happens between board meetings

Board effectiveness isn’t just about meetings, it’s also about what happens in the gaps. Most boards spend more time between meetings than people realise and it’s often where governance and culture is shaped.   

To understand how this “in-between” work unfolds in practice, we spoke with three experienced practitioners – a chair, a committee member and a risk manager – about managing critical moments and the skills required. We bring you their answers in full. 

Board chair Helen Kurincic FAICD

With over two decades of governance experience across ASX-listed companies, private equity enterprises, NFPs and member-based organisations, Helen Kurincic is a seasoned company director. She currently serves as chair of ASX-listed McMillan Shakespeare, a provider of salary packaging, novated leasing, asset management and disability plan management. Previously she was chair of ASX-listed Integral Diagnostics.  

“Shaping a board meeting agenda occurs across multiple time horizons. There’s reference to the annual agenda plan for the board, which outlines the key items agreed annually by the board and aligned with the board charter. The agenda is then constructed with consideration to actions arising on due dates, feedback from the prior month’s board meeting from NEDs, and input from the CEO and company secretary. A couple of weeks before the meeting, the CEO and I complete a final check for anything happening externally or internally that would impact the draft agenda. We also consider who is attending for each item including management and external advisers. In-camera sessions and dinners with directors are also valuable informal opportunities to listen to feedback to help set an effective board agenda. 

In essence, the board agenda can be dynamic and is shaped across time horizons from up to a year out through to the day of the meeting. This approach can apply to any organisation, whether NFP or ASX-listed.  

I generally start the board meeting by highlighting priority items and checking any alternate directors’ views of where we’d like to spend the most time. If we need more analysis on something, this will convert to an action item to bring back if it can’t be solved at the meeting. 

A high-performing board has to be focused on long-term strategy and value creation to avoid getting stuck in too much operational detail. As chair, I’m always reflecting on our time and quality on future opportunities of strategic value alongside risk management and compliance obligations.”

Committee member Julie Garland McLellan FAICD 

Julie Garland McLellan has served on 18 boards, as a chair and on committees across resources, engineering, utilities, infrastructure and NFP sectors including Kimbriki Environmental Enterprises and Melbourne Water. She has led two turnarounds, two IPOs and a relisting, refinanced/restructured and developed strong boards to confront challenges. 

“The key reason boards have committees is so they can delegate work. But boards cannot delegate their accountability. Legally, board members are responsible for what the committee does and that’s why it’s good practice for a committee chair to give a verbal report of findings or recommendations to directors at a board meeting and for directors to be able to ask questions. In this way, committees can help ensure final decisions are collaborative.

As part of a committee, the first thing you need to learn is how to make recommendations without overstepping authority. You have to know what your remit is, including your scope, influence and budget. 

Between meetings, workload can vary depending on the type of organisation you’re assisting. If you’re on a committee for an ASX-listed company, there would probably be three or four key managers the committee interfaces with who can help prepare reports and provide information. 

However, if you’re on an audit committee of an NFP, it may be up to you to get the spreadsheet, run scenarios and consider whether applying for a grant makes sense.

Of course, there is the opportunity, even in large companies, to become more involved. On the people and culture committee of a government board I served on, I became interested in how we recognised behaviour rather than performance. I researched and wrote a paper that was signed off by the head of HR. Papers shouldn’t drop into a committee or board meeting without going through the organisation’s quality assurance processes. 

Of course, committees often include subject matter experts, so the material can also be quite technical. Reviewing means taking time to ensure you understand what you’re reading and you need diligence in making enquiries. Don’t simply accept what you’re given.”

Providing insight into how a chair may intervene behind the scenes, McLellan shares the following example:

“A listed manufacturing company in the south of Sydney was in terrible financial trouble. Appointed the independent chair, I was able to help the board restructure, close down some operations and concentrate on wholesale and manufacture. Together with management, we were able to come up with a strategic plan, finance proposal and raise capital. As an independent chair, it was my responsibility to identify and manage conflicts of interest. The share price tripled and, after I left, the company continued quite happily for four or five years.”