Worksheet: Keeping Boards Engaged Between Meetings

Some boards have transitioned to quarterly meetings, although this still is not the most common approach. According to The Governance Institute’s 2015 biennial survey, 21st Century Care Delivery: Governing in the New Healthcare Industry, only 25 percent of boards surveyed are meeting quarterly.1 However, preference for quarterly meetings is likely to grow. Below are some approaches for keeping everyone up to speed between meetings.

1. Hold a phone call for the board to convene at the halfway point between meetings. While action could be taken, it would not be expected that much would be required during these calls.

• Pro: Opportunity for dialogue.
• Con: Can begin to feel like a lot of meetings; virtual meetings have their drawbacks.

2. CEO provides an update email/letter on items not requiring action and a progress report across a balanced scorecard of performance indicators.

• Pro: Relatively small board time commitment to remain up-to-date.
• Con: No opportunity for dialogue.

3. Hold an executive committee meeting regularly between board meetings. Use this as a vehicle to connect committee work and to gather input on key agenda items for the next meeting. Provide a brief email/letter update to the full board following this session.

• Pro: Vehicle for coordinating committee work, feedback and input from board leaders.
• Con: Those not on executive committee may feel left out.

4. CEO completes one-on-one phone calls with all board members between meetings to obtain feedback and confirm agenda items for the upcoming meeting.

• Pro: Ensures board meetings are focused on what member feels is the most valuable; vehicle for direct input.
• Con: Time consuming for the CEO, dependent on board size.

Especially when using quarterly meetings, a robust committee structure is a must. However there is a danger of the committees behaving in a “siloed” fashion. To mitigate this, consider:

• Requiring that clear board and committee annual work plans are in place, while allowing for flexibility for emerging issues.
• Creating feedback mechanisms (see number three on the list) for committee chairs to reflect on how committee work is progressing, what if anything from each committee needs to be discussed at the next board meeting versus being reviewed in a consent agenda.
• Standardizing the approach of committee reports to the board.
• Ensuring prudent use of the consent agenda such that rote approval with zero discussion does not become the norm.
• Considering joint committee meetings (e.g., quality and finance committees meet to discuss “delivering value”) to help break down silos.
• Encouraging board members to attend any or all committee meetings as an invited guest if not a formal committee member.
• Scheduling at least one time each year for each committee to provide an update on its efforts and focus to the full board.

Finally, the board chooses to delegate selected roles and responsibilities to its committees to help it fulfil its core responsibilities. The governance committee should review committee charters regularly and recommend to the board any changes required to ensure that committees provide maximum benefit to the board in exercising its fiduciary responsibilities.