Your Top Questions on Meetings, Minutes and More!
April 2006
YOUR TOP QUESTIONS ON MEETINGS,
MINUTES AND MORE!
FROM THE DESK OF THE EDITOR
This month, Governance Matters takes “hot questions” from readers covering the subjects of meetings, minutes and
more:
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How can we make our board and committee meetings the most effective?
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How do you encourage proper preparation and full participation?
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What about “in camera” sessions — are they a good idea?
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Should you take minutes at in camera meetings?
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What is the one piece of advice you’d give boards?
Thanks to the directors, executives and professionals who took the time to offer answers to your questions. We hope
the answers will contribute to g re at m e eti ng s for you ahead!
Debra L. Brown
Editor
HOW CAN WE HOLD MORE EFFECTIVE BOARD MEETINGS?
Have you ever reached the end of a board meeting and wondered where all the time went, or how you’re
going to cram the last six agenda items into the 10 minutes you have left? You’re not alone. In fact, the time
crunch is tougher at co-operative and credit union boards than others. The average length of a co-op board
meeting is two and a half hours, compared with four hours and twenty minutes at corporate boards.1
“Agenda-setting is key,” according to Carmel Bellamy, Director of Corporate Governance and Corporate
Secretary at The Co-operators Group. “Agree ahead of time on what should be covered during a board
meeting and what shouldn’t. Clarify which agenda items are for the board’s decision and which for their
information. Put them in order of importance. Schedule realistic times for each agenda item.”
“Have a policy for management reports to the board,” Ms. Bellamy adds. “Keep written submissions at
board meetings to two pages max, following a consistent format. Remind management to demonstrate how
its report and recommendations fit with the strategic plan of the co-op. All items must have supporting
material, and they have to be in board members’ hands one full week before the meeting.” A good rule of
thumb at meetings is to schedule two minutes of discussion time for every one minute of presentation time.
Building an effective board, and effective meetings, requires diligent effort over time. A critical factor is the
need to determine what matters most and to let those issues drive the meetings. Develop and use an annual
calendar or work plan that highlights all board and committee meetings for the year along with key items of
Comprehensive national research of co-operative and credit union governance practices conducted by the Canadian Cooperative Association and Brown Governance Inc. For more information or to order a copy, go to
www.browngovernance.com/cooperativegovernance.htm.
1
© 2006 Canadian Co-operative Association
www.Governance.coop
April 2006
Your Top Questions on Meetings, Minutes and More!
business for each. Build the work plan from the specific responsibilities in the board and committee
mandates or terms of reference, and make sure every one is covered.2
Board and Committee Mandates / Terms of Reference
È
Specific Duties and Responsibilities / New Items of Business
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Annual (or 2 Year) Calendar / Work plan
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“Rolling” Agendas for Board/Committee Meetings
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Information Required from Management / Professionals
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Pre-Meeting Packages
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Meeting: Presentations, Reports, Deliberations
È
Minutes and Action Items
It may sound pretty basic, but taking these simple steps (the complete cycle is illustrated above) can make
the difference between a frustrating board (or committee) meeting and a fulfilling one.
HOW DO YOU GET BOARD MEMBERS TO PARTICIPATE AT MEETINGS?
The board only exists, in both a legal and functional sense, when it meets. Therefore, board meetings are the centre of
governance — where the co-operative’s or credit union’s commitment to and investment in effective board oversight
are realized.
“This is a key role of the chair,” points out Glen Tully, President of Federated Co-operatives Limited and past
president of the Canadian Co-operative Association, who has a lot of experience in both the chair and CEO roles.
“Chairs need to watch and listen very keenly during meetings. Recognize that the number one tendency for many
board members is not to talk. And the number two tendency can be, when they do talk, to get right into the weeds.
“The rest of the board needs to hear from directors, especially in the co-operative system where each director brings
unique constituent interests and diverse experience to the table.”
Mr. Tully advises, “It starts with the information package being well prepared, complete and timely. A lot of
information belongs in the package but it doesn’t need to be rehashed at the meeting. We’ve adopted a practice where
we set aside time the day before each board meeting for department reviews. We rotate executives so that each one
has a turn to focus the board on their area. Board members can take the time to ask questions and learn about that
department. Then, at the board meeting itself, they can stay high level and strategic.
“We do written evaluations on the board as a whole once a year,” Mr. Tully says. “The secret is how you use the
results. We use the board evaluations to design and improve our training and development program for directors. We
focus both our orientation and education programs for individual directors on clear expectations, including
expectations for preparation before, and participation at, meetings. But nothing can substitute for a good chair’s
leadership.”
2
“A Corporate Secretary’s Manual, ”Brown Governance Inc (www.browngovernance.com)
© 2006 Canadian Co-operative Association
www.Governance.coop
April 2006
Your Top Questions on Meetings, Minutes and More!
SHOULD WE HOLD “IN CAMERA” SESSIONS AT MEETINGS?
“Absolutely,” responds Federated Co-operatives Limited President Glen Tully. “We have an in camera session at
every board meeting where the CEO is the only member of management to stay. And at the request of the chair, or
any director, we will hold an in camera session without the CEO. Once a year, we have a scheduled in camera without
the CEO to handle the CEO’s performance evaluation.”
“I’m sure this isn’t unique to co-ops, but there is a lot of confusion about what should or should not be in camera,”
adds Nick Sidor, Director of Corporate Affairs and Corporate Secretary for the Co-operative Housing Federation of
Canada.
This confusion often begins when board members (including chairs!) confuse parliamentary procedure with corporate
governance. Parliamentary procedure, such as municipal council meetings, calls for most business to be conducted in
public, open sessions. Certain prescribed matters, however, must be dealt with in camera; typical examples are
litigations, human resources and labour relations issues. However, this is not how corporate (or co-operative)
governance is meant to work. If boards of directors try to deliberate in public, they will end up with a lot of speechmaking, posturing and voting motivated by who is watching not by what is right. Board governance is best conducted
behind closed doors, when possible. (Some older by-laws require public sessions of boards or committees.) Sensitive
matters like litigation and staffing can then be handled in the normal course of the meeting and don’t require an in
camera session because the only people at the table already are the board members and those (managers and
professionals) invited by the chair.
“All directors are entitled to attend all meetings unless they are excused for ‘conflict of interest’ reasons,” points out
John Dinner, who has served in the corporate secretariat of large companies such as Clarica and Sun Life. “The public
is only entitled to attend if the statute under which the corporation is established permits it, or if the corporation’s bylaws or policies provide for public attendance. Management is not legally entitled to attend any meetings unless invited
and can be asked to leave at any time. Of course, if a member of management is a director, he or she is entitled to
attend meetings. In camera meetings are meetings at which people who usually have the right to attend the meeting
are excused from a portion or all of the meeting.”
In the case of board governance, then, the real purpose of asking these people (managers and professionals) to leave is
to deal with matters that have to do with them; primarily, their performance evaluation, compensation and related
questions (e.g. whistle-blower allegations.) It may also be appropriate for a director to raise a sensitive question during
an in camera session, particularly a potentially divisive question where the board risks splitting into factions. The CEO
would normally be included in all board discussions except those related to his or her performance.
DO YOU TAKE MINUTES OF IN CAMERA SESSIONS?
“We hold in camera sessions at each board meeting,” reports Carmel Bellamy, Director of Corporate Governance and
Corporate Secretary for The Co-operators Group, a co-op widely respected for its governance practices. “All
members of management leave the room — including the corporate secretary. The board chair designates a director
to take minutes. These minutes are kept separately from the board minutes, by the board. If key decisions are made in
camera, they are reported to management when they return and recorded in the minutes of the board meeting.”
Adds Glen Tully, President of Federated Co-operatives Limited, “We designate a director to take in camera minutes,
which are kept separately from the main board meeting minutes and retained by the chair.”
John Dinner says, “Don’t forget that in camera sessions are still legal sessions of the board. It’s best not to vote on
resolutions during in camera sessions but to come back into full session in order to get management’s input, then to
vote and record the vote in the main minutes.”
“However,” Mr. Dinner adds, “there are times when a board chooses to, or has to, make a decision in camera — to
do with the CEO or a really sensitive matter. That decision has to be recorded in minutes. You have a choice legally
— you can record the in camera decision in the main board minutes or you can record it in separate in camera
minutes. There is no legal reason why board members must approve the minutes. But if you do decide to approve and
keep separate in camera minutes, get them approved at the next board meeting, also in camera, and make sure
someone keeps the official record: the corporate secretary or the legal counsel are usually the best choices.”
© 2006 Canadian Co-operative Association
www.Governance.coop
April 2006
Your Top Questions on Meetings, Minutes and More!
WHAT IS THE ONE PIECE OF ADVICE YOU’D GIVE BOARDS?
“Take the time to hold a sound planning session every year,” Glen Tully, President of Federated Co-operatives
Limited advises. “Set aside at least a day — get away from the head office and the regular boardroom. Get a few
mind-opening presentations but spend most of your time just thinking and talking about the global picture and trends.
Don’t allow any other business to creep in. Don’t take any votes. Defer judgment and encourage ‘out of the box’
thinking.”
Great advice! Time is the single non-renewable resource in our lives and can be the enemy of sound deliberation and
decision-making. These, after all, are where great boards add real value.
CONTACT US
We encourage you to submit articles, case studies, links or other resources for future newsletters. Please contact
Quintin Fox ([email protected]), CCA’s Manager of Member Services, (613) 238-6711 ext 234.
©2006 Canadian Co-operative Association
© 2006 Canadian Co-operative Association
www.Governance.coop
April 2006