By Melinda Moore, FCIS
Who takes the minutes during the “Meetings without Management?” This frequent question reveals a fundamental misunderstanding about Meetings without Management.
A “Meeting without Management” is a private discussion among board members who are deemed independent of the organization. This means that any board member who is also an employee of the organization or has a relationship other than being a board member would not participate. Each board would need to determine its own application of the term “independent.”
Meetings without Management are one of the mechanisms of evaluation used by the board. The purpose of this session is to provide the board with an opportunity to discuss the quality of the governance they provided to the organization. This involves questions related to the level of the discussion and the engagement of board members in the meeting. The Chair can use this forum to draw attention to areas where the performance of directors could be enhanced.
These sessions are also one of the ways in which the board exercises independent oversight of management. Discussions can include, for example, the appropriateness of presentations and the quality of the written information that management provided to support the board’s discussions.
Additionally, these sessions provide an opportunity to build collegiality among directors that will contribute to better cohesion. While the discussions can allow directors to confirm their understanding of issues, the Chair must be mindful that the board members understand that the sessions cannot re-open discussions from the board meeting.
The sessions are not part of the formal meeting and decisions binding on the organization cannot be made during them. The primary reason for this is that some of the directors have been excluded (the management directors). Another consideration is that the management information impacts on strategy or operations and risk assessment of decisions would not be included in the deliberations. This information is needed to ensure decisions are made in the best interests of the organization.
Usually, meetings without management happen after the end of the meeting. The key word in that sentence is “after.” Following the last business item, the Chair would terminate the meeting, and everyone except the direct reports to the board (that is, the CEO and, in hospitals, the Chief of Staff) would leave the room. The board then discusses the process of the meeting, including perspective from management. Management members then leave.
The board members continue to discuss amongst themselves any matters that relate to how they have performed their governance role and ways that they can improve or that management could provide greater assistance.
After this discussion, the Chair provides unattributed feedback to the CEO on anything that was identified for management action. The Chair and the Chair of the Governance Committee may also note areas for further consideration by the Governance Committee in improving the board’s performance.
Implementing the Meetings without Management structure can be confusing until everyone fully understands the rationale, purpose, and process. Management may feel that the board members will be critical of them once they have left the room. Board members may want to re-discuss matters already considered by the board during the meeting. Neither of these scenarios should occur.
As with any change to an organization’s governance practice, a champion among the board members should lead implementation of this new component of the board’s meeting process. In many cases, it will be the Chair or the Chair of the Governance Committee who will promote and explain the practice and its purpose. The Chair may also have to explain the purpose to management to ensure that management has confidence in the format.
It is important to remember that a Meeting without Management is not an opportunity to reconsider decisions made during the meeting. If the board needs more information about a subject before making a decision, board members need to have the confidence to make those requests of management during the meeting or speak to the chair ahead of the meeting so he or she can raise the issue with management. If board members are not comfortable with a decision that has been made, they need to say that within the bounds of the meeting, so that everyone is aware and a new consensus can be sought.
The Meeting without Management process is a chance for the board to demonstrate its commitment to continuous improvement by frankly discussing its performance and how it can better fulfill its duties and responsibilities. When properly implemented, this process should reduce or eliminate the number of hallway or parking lot conversations among the directors following the meeting.
To sum up, the answer to the question of who takes the minutes during a Meeting without Management is, no one. There are no minutes because the discussion is not part of the formal meeting of the board. The Chair and the Chair of the Governance Committee may take notes for reference in next steps either for the board or with management, but there is no record of the discussion kept by the organization.
Further information can be found in the Guide to Good Governance, including a sample policy. The Guide is available from the Governance Centre of Excellence at thegce.ca.
Melinda Moore is Manager, Corporate Governance at the Ontario Hospital Association, where she has led the governance portfolio since 2010. She is a Fellow of the Institute of Chartered Secretaries and Administrators and has been a governance professional for more than twenty years, primarily in the not for profit and charitable sectors.
Originally published in Boards, February 2017 © Governance Centre of Excellence; All Rights Reserved