Whose board is it anyway?

21 May 2024

Peter Allanson takes a look around the boardroom and wonders who all those people are...

Standing room only is rarely a good thing at a board meeting, unless everybody is standing, and it is going to be a short meeting. But all too often there are so many people in attendance that working out who the decision-makers are becomes difficult. So, who are they all and what brings them to the board meeting?

The Companies Act 2006 refers to directors and one elected from their number to be the chair as those holding meetings.

Unlike shareholder meetings, board meetings are informal and held whenever the chairman – or other director – feels it is necessary. Most companies are more organised than that and meet on a regular timetable with the aim of discharging a series of obligations.

The NHS Act 2006 gives NHS boards a specific role, collectively and individually, to “act with a view to promoting the success of the organisation so as to maximise the benefits for the members of the corporation as a whole and for the public.”

NHS boards comprise a mix of executives reporting to the chief executive and responsible for the operational management of the trust and an equal number of non-executive directors, including a chair. The NEDs must have a majority either by number or votes. Their responsibility is to challenge the executive and to work to achieve the other, non-operational requirements of the board, such as culture, vision, mission and strategy.

Boardroom roles

On unitary boards, which can be found in both private and public sectors, the board is responsible and accountable for all aspects of business and all directors, whether executive or non-executive, sit as equals. Similarly, the responsibilities of a board, regardless of sector, are to set the strategic direction, assess and mitigate risks to meeting the strategy, set and monitor the culture of the organisation and supervise the work of the executive. It’s the board’s job to lead and direct while the executive manage the organisation to achieve its operational goals.

The number of seats on a board is usually described in an organisation’s constitutional documents. So who are all the others in the room?

The simple answer is that they are guests of the board. They have no rights – they may only speak by invitation, provide information on request and under no circumstances should they vote on any matter under consideration.

Some organisations designate individual roles as ‘non-voting’ and allow colleagues to attend meetings as of right and speak to any issue. They are usually given the courtesy title of director. The danger here is of external perception that if they are held out as directors that must be what they are, and that they have an authority to which they are not entitled. It is important that they are described on the list of attendees in minutes as ‘In attendance’ and not as a member.

Others may be attending the board meeting to present items; they are usually subject experts, have provided papers for the board to consider and are an important part of keeping the organisation true and honest.

The times have gone when it was reasonable to expect executive directors to be expert in every aspect of their portfolio. Generally speaking their span of responsibility has widened and boards are entitled to be addressed by people with expert and deep knowledge. However, this does not entitle them to attend for the whole board meeting sitting around the table with the board. The advice we would give is for them to attend for the item they are involved in and then leave.

Meeting in public vs public meeting

Many public sector organisations bold their meetings in public – note this is a different concept to a public meeting and should not be confused! Attending a meeting in public is an activity of witness, not participation.

Some chairs invite questions from observers but they are under no obligation to do so. Those attending may include press representatives – they will of course be looking for a story which you may (or may not) wish to give them. We would hold to the habit of not offering the chance to ask question to the public who may include press, pressure groups and other experts. It is your meeting and its conduct down to you.

Some members of the ‘public’ may also be attending for developmental purposes and we would encourage this. It is worth the chair or chief executive taking some time to brief those attending for this reason so that they understand the context of the meeting, appreciate the papers and can follow the discussion. It is also good practice to offer a debrief after the meeting – if for no other reason than to correct any misconceptions.

It is at the chair’s beckoning that anyone who is not a director is invited to attend. And that is precisely what it is – an invitation. Guests who abuse an invitation should know what to expect.

The chair’s crucial role

The point to take from all of this is that the organisation owns the meeting and the responsibility for control rests with the chair.

It’s important to remember that the chair is in charge and it’s their responsibility to make sure the agenda followed, materials used, and conversations conducted are of the right calibre. The organisations we work with generally understand this, but we still see the occasional instance of chairs swallowing whatever they’re given without pushing back.

The disciplines of running a meeting aren’t in place just for the sake of it. They exist to ensure attendees can read and absorb material so there can be meaningful discussion, leading to the best possible outcomes for those the board is there to serve.

Meet the author: Peter Allanson

Principal Consultant

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Prepared by GGI Development and Research LLP for the Good Governance Institute.

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