To help create an effective co-operative board it is important to establish robust governance processes that support effective board decisions aroud the direction of the co-op, writes Linda Barlow, Co-operatives UK Legal Officer.
Board meetings are an integral part of how co-ops can make those effective decisions - and provide a specific space in which discussions on strategic decisions can take place.
Board meeting objectives
It is useful to structure Board meeting around key objectives.
Board meetings may have five main objectives:
- Strategy – to agree on and analyse the effectiveness of the co-op’s current (and future) strategies
- Operations – to ensure that the operational side of the co-op is in cohesion with its strategy
- Finance – to discuss the past, present and projected financial performance of the co-op
- Compliance to ensure that the co-op’s procedures are compliant in the areas of corporate law, declaration of conflicts of interest, codes of conduct and health and safety regulations
- Brainstorming – to take advantage of the expertise of professional external directors on the Board in respect of considering alternative approaches.
Key components to ensure board meeting success
A more effective board is likely to increase the success of any given meeting. A starting point to creating an effective board is being clear on the role of the board and its key responsibilities (see our statement on the role of the board).
Having the right chairperson is key to a meeting's success. An effective chair should have strong leadership qualities, be able to create space for all meeting participants to express their views and maintain a strong relationship with the co-operative’s secretary (see our in-depth guide on the co-operative chairperson).
Having professional external directors may be a useful addition to the board. Professional external directors may provide the co-op with industry expertise and an independent opinion on its corporate strategy.
What should be provided in advance of a board meeting?
All co-op directors should, in advance, be provided with adequate information as to the business of the meeting. Where possible reasonable notice of a board meeting will enable directors to fully digest and consider the agenda of the meeting and any supporting materials. This will enable directors to come to the meeting fully prepared and confident enough to participate in discussions.
It is usual for the papers for a board meeting to include:
- The agenda
- Minutes of the previous meeting
- Management accounts (if applicable)
- Supporting documentation relating to specific items on the agenda.
At the meeting
It is essential that the chairperson ensures that a quorum is present before a board meeting can proceed to the business on the agenda. The chairperson should facilitate the meeting by:
- Creating an open environment for discussion
- Encouraging all directors to provide opinions
- Moving through the agenda in an orderly way
- Reiterating and summarising key points at the end of each item of business
- Being assertive ensuring actions are noted and any delegated actions are followed up either in another meeting or ‘off-line’
It is good practice to have a schedule of board meetings that suits the size and scale of the business. If this is not in place it is useful to agree the date of the next meeting either at the current meeting or as soon as possible afterwards.
Minutes of board meetings should be taken. Properly constructed minutes should maintain a good balance between thorough commentary, succinct overviews on items discussed, and any action points – including a record of any delegated authority to act on behalf of the co-op. Minutes need to be written in such a way that someone who was not present at the meeting can follow the decisions made so they can easily detect what decisions have been made at a particular meeting (see our in-depth guide on taking minutes).
Minutes should also be prepared as soon as possible after the meeting to retain accuracy and signed off by the chairperson before being circulated more widely. Following these simple steps will provide a good foundation for a co-op to plan, develop and run effective Board meetings.