Board Meeting Etiquette: What is It and Why is it Important?

Imagine a board meeting where conflicting agendas exist, members don’t respect one another, and others feel demeaned and undervalued. Imagine a situation where no one keeps time, members lack confidentiality during board meetings, or the environment is just hostile. The solution to such dysfunctional board seating is board meeting etiquette.

Proper board meeting etiquette is about contributing to an effective board meeting and demonstrating respectful conduct to all board members. Board members who observe good meeting etiquette can deliberate on a specific matter and conclude as a cohesive unit, even though some may not agree entirely

Every board meeting arrangement should have some dos and don’ts that all board members should know. The dos are the best practices, and members are encouraged to observe them at all board meetings. Meanwhile, the don’ts are habits they should avoid so as not to interfere with the productivity of the board meeting.

This guide will cover everything about board meeting etiquette, especially its best practices and importance. Let’s dive in!

What Is Board Meeting Etiquette

Key Takeaway 

  • Board meeting etiquette refers to how board members conduct themselves and relate with one another in the boardroom. 
  • Board meeting etiquette is imperative to keep a board meeting productive, protect the company’s image, and maintain good relations between board members.
  • The three principles of board meeting etiquette are respect, integrity, and consideration.
  • The golden rule of a board meeting is that you should only have a meeting when there’s a solid reason to have it. 
  • Poor board meeting etiquette can result in flawed decision-making, damaged board relations, feedback refusal, a toxic atmosphere, bad corporate governance, and reduced productivity.
  • The best board meeting etiquette practices include thorough preparation, punctuality, adherence to the agenda, active and balanced participation, attentiveness, respectful disagreement, confidentiality, appreciation, appropriate dressing, and a clear conclusion. 
  • The don’ts of board meeting etiquette include: don’t fail to prepare, don’t fail to share the agenda, don’t be late for a board meeting, don’t demean others, don’t interrupt others, don’t go off track, don’t get distracted, don’t take offense, and don’t use words that express uncertainty or inattentiveness. 
  • Good board meeting etiquette is trainable. 

What Is Board Meeting Etiquette?

Board meetings are essential for evaluating corporate performance, providing strategic guidance, reviewing company policies, and addressing challenges. However, for any successful board meeting, the members must observe some form of decorum and avoid behaviors that could disrespect or demean other board members and disrupt the agenda.

That’s where board meeting etiquette comes into effect. Board meeting etiquette refers to how the board members, especially the directors, relate and communicate with one another in a boardroom setting. In other words, it’s a set of unspoken or unwritten standard procedures that board members should observe during an official seating. 

Why Is Board Meeting Etiquette Important?

Board meeting etiquette is vital for every board seating for different reasons. First, the practices ensure that the meeting is productive. Members discuss the agenda, deliberate on solutions, and reach a consensus. At the end of the day, everyone returns home confident they didn’t waste their valuable time. 

Secondly, board members who understand what’s expected of them behave in a way that doesn’t tarnish the company’s image. They won’t be involved in heated arguments that could span outside the boardroom and create a bad picture of the company. 

More importantly, when board members respect each other and don’t demean or try to dominate each other, everyone returns home feeling valued and appreciated. Their relations improve, and that’s in the company’s best interest. 

Board of Directors meeting rules

What Are the Principles of Board Meeting Etiquette?

While board meeting etiquette involves a set of unspoken and unwritten rules and principles that board members should observe at a seating, it’s centered around these three principles:

  1. Respect: All board members should show respect to others in their speech and conduct during an active meeting session. 
  2. Integrity: All board members should be sincere with their expressions when deliberating on serious issues. They should put the interest of the board and the company before their own. 
  3. Consideration: No board member should demean or act in a manner that degrades another. They should all consider each other’s feelings when rendering statements at a board meeting. 

What’s The Golden Rule of a Board Meeting?

While many rules exist for a successful board meeting, one stands out: “Don’t call for a board meeting unless there’s a solid reason to do it.”

Why? 

Board directors value their time and hate it when someone wastes it. For that reason, the board chair or vice chair (in the chair’s absence) should call for a board meeting when there’s an important matter to discuss whose deliberation requires a collective effort from the board.

That includes the following scenarios: 

  • When dealing with a severe problem that requires the board to brainstorm on its solution
  • When the company has to make a decision that requires the board’s input
  • Whenever the company plans to launch a new product, which board members have to know about
  • During an annual board meeting 

Note that it’s equally important to share the details of the agenda early enough so that all board members can come to the meeting prepared. They shouldn’t be guessing or speculating the reason for convening the meeting. More importantly, you should mention the date, time, and venue for the board meeting. 

What Are the Consequences of Poor Board Meeting Etiquette?

There are consequences, negative ones as such, when a board of directors fails to observe the correct etiquette at board meetings. These negative consequences include the following: 

  1. Flawed decision-making: When there’s no proper meeting etiquette, members don’t get equal chances to contribute to the discussion, and reaching a compromise or consensus is hard. Ultimately, that impairs the final decision by the board and may negatively impact the company’s general operations. 
  2. Damaged board relations: If there’s a lack of respect among board members or some feel undervalued, it damages their relationship. They cannot see eye to eye, and often, their decisions are based on what is good for them and not for the board’s interest. 
  3. Feedback refusal:  It’s easy for some board members to refuse to take feedback from board members they see as disrespectful or overbearing, and that badly affects the brand’s mood and performance. 
  4. Toxic atmosphere: You can tell a toxic board meeting atmosphere from signs like conflicting agendas, disorder, some members dominating others, non-participation by some members, and power struggles. All these are somehow related to poor board meeting etiquette. 
  5. Bad corporate governance: Good corporate governance highly depends on successful board discussions. A board can’t make productive governance decisions if the meetings are chaotic. 
  6. Low productivity: Thorough preparation, punctuality, balanced participation, and collaboration are necessary to successfully conduct a board meeting, generate suggestions, and implement them. If these qualities are lacking, it affects a board’s productivity. 
Best practices for board meeting etiquette

What Are the Best Practices for Board Meeting Etiquette?

Every board member should observe acceptable conduct to ensure a meeting runs smoothly and thrives. These practices include the following: 

1. Thorough Preparation

Chances are you already know the agenda for the meeting, as board protocol dictates that you receive the agenda in advance. That’s unless it’s an impromptu meeting, but even so, you’ll most likely get a heads-up, which gives you ample time to prepare. 

If you are the executive director, the CEO, or the board secretary, you may be tasked with preparing the agenda. If so, you must prepare even more adequately. Indeed, you wouldn’t want to look like you don’t know what you are saying in front of the other board members. 

2. Punctuality

Time is vital for board directors, and most of them hate it when a member is deliberately late. They hate it more when it becomes a habit. Lateness disrupts the meeting immensely, and you may leave out more important details you intend to deliberate on when a member is late. 

Overall, beating the clock has an advantage. It allows you enough time to settle, review your notes, and say a casual hi to a few board members before the meeting commences. Furthermore, it shows the other board members that you value their time. 

3. Adherence To The Agenda

Sometimes, discussions take the wrong turn, wasting valuable board time. At times, it’s an issue of not preparing well for the meeting; in others, it’s a matter of not sticking to the day’s business. 

As mentioned earlier, every board member should receive the agenda in advance to prepare enough to avoid going off track. Depending on who is heading the board meeting, the board chair or vice chair should be able to bring things back on track when the discussion goes off course.

4. Active And Balanced Participation

Let’s start with active participation;

It’s imperative that all board members actively participate in the discussions. They should let their voices be heard while sitting on the board, as they have the right to do so. 

Concerning balanced participation,

It’s equally crucial for all board members to be allocated the same time to share their views. No one should dominate the discussions. Balanced participation shows respect and equal appreciation of all board members. 

5. Attentiveness 

It’s unprofessional and insensitive to get distracted during active board seating by a simple device. It’s advisable to put away the phone, turn it off, or put it on silent mode to avoid distractions if a message or SMS pops up or someone tries to reach you. 

Also, avoid side conversations, even with other board members, which could distract the rest. More importantly, listen attentively to comments, questions, and feedback to respond assertively. If you need clarity about something, ensure you get it there and then. 

6. Respectful Disagreement

Disagreements are pretty normal in board meetings. No one said you’ve to agree at all times. However, disagreements don’t have to be heated and disrespectful. 

You must act with some form of decorum even when you aren’t on the same page. One way to do that is to recognize the points you agree with the other board members and then politely explain your views on those you don’t agree with without demeaning the other party. 

It’s equally important to focus on the agenda and avoid taking things personally. That prevents you from rubbing other board members wrongly and getting into a war of words. 

7. Confidentiality

Board members should observe confidentiality whenever they attend a board meeting. There’s a reason only a few people sit at the table: to keep the conversation as confidential as possible. 

Generally, it is not appropriate to share the details of the meetings with third parties without the board’s approval. Every board member is obliged by the company’s policies or bylaws to observe confidentiality. 

8. Appreciation

Appreciation goes a long way toward making a board member feel valued. One way to do that is to thank them whenever they contribute to a discussion. Doing so may also incite members who are not too active to try and contribute. Some might have brilliant ideas that could help solve the issues the board is dealing with. 

9. Appropriate Dressing

Formal dressing is a corporate culture anywhere in the world, and you are expected to dress that way. Your dressing shouldn’t be too suggestive or uncomfortable. However, it should promote a professional look to make it easy for other board members to respect you, listen to what you say, and not concentrate on your attire. 

10. Clear Conclusion

It’s important not to wind up a board meeting with unclear issues. No one should leave the boardroom with unanswered questions unless they are about the agenda for the next meeting. 

In that case, the board chair should ensure adequate time at the end of the discussion for clarification, confirming the next steps, and accountability. Once everything is clear, you can formally adjourn. 

Consequences of Poor Board Meeting Etiquette

What Not to Do at A Board Meeting?

We’ve discussed the best practices that constitute board meeting etiquette, which is essential. But it’s also vital to understand habits that don’t constitute board meeting etiquette, and we often have to talk about rules. 

Here are some essential Board of Directors meeting rules that all board members should remember: 

  1. Don’t fail to prepare: Every board member should review the agenda and prepare adequately for what will be discussed. Last-minute preparations aren’t a good idea as you may fail to contribute enough to the meeting or gain from it. 
  2. Don’t fail to share the agenda: If you are tasked with preparing the meeting’s agenda, you must ensure you share it with the board members early enough to enable them to prepare adequately. And, of course, everything has to be clear before you can share the agenda. 
  3. Don’t be late for a board meeting: Board members should arrive on time for a scheduled board meeting. It helps you settle down and review your notes beforehand. 
  4. Don’t demean others: Every board member’s participation and contribution are essential, as they all have the right to contribute to a board meeting. No member should make another feel undervalued; it just doesn’t sit well with others. 
  5. Don’t interrupt others: No board member should interrupt another as they speak. It’s ill-mannered to do so. Each member should wait for their time to talk.  
  6. Don’t go off-track: Learn to stick to the agenda to avoid straying from the topic. Not only does that confuse the other board members, but it also wastes valuable board time. 
  7. Don’t get distracted: Avoid using personal devices like mobile phones and tablets unless you have to at the meeting, as they could easily distract you. 
  8. Don’t take offense: While some board members’ statements may quickly get on your nerves, you don’t have to be quick to take offense. Sometimes, they don’t even mean it, and it could be a slip of the tongue. 
  9. Don’t use words that express uncertainty or inattentiveness: Phrases like ‘Remind me what you said,’ ‘I’m not sure,’ and ‘I don’t know if I got you correctly’ paint an image of someone who either is not sure about what he is saying or was just inattentive during the meeting. It’s best to try to avoid them when attending a board meeting. 

The Wrap!

Board meeting etiquette is undeniably an essential provision for every successful board meeting, and all members should be familiar with these unspoken principles. Abiding by these unspoken standards or protocols keeps a meeting productive, safeguards the company’s reputation, and maintains a superb relationship between the board members. 

We at the Centre for Corporate Governance are all about promoting the best corporate governance practices in Kenya and beyond. We run a five-day monthly Corporate Governance Mastery Course, where we train on board meeting etiquette and other corporate governance practices. 

We also have a tailor-made program that runs between 1 and 5 days, depending on the client’s preference. Such programs address the specific needs of our client companies and help them get up to speed with what’s happening in the corporate world. 

Our corporate governance training best suits board members, top executives, government officials, risk management officials, business owners, senior corporate leaders aspiring to board roles, middle managers, and entrepreneurs. Visit our website today to check out the program and register!

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