1. TECHNOLOGY EXECUTIVES
ROUNDTABLE
How to Conduct a
Successful Board
Meeting
September 20, 2011
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2. PLAN AHEAD
• Set the Board and Committee Meeting schedule a year in
advance on a rolling basis – and try not to change the Board
dates.
• Prepare an Annual Calendar of Events with Major Action Items:
• Annual Budget
• Strategic Planning
• Executive Compensation and Option Grants
• Annual Meeting – Elect Directors, Set Committees,
Approve Auditors, etc.
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3. PREPARE FOR EACH MEETING
• Preparation is the key to a smooth Board meeting.
• Set an agenda and assign roles.
• Send the Board materials and dashboard to the Directors 3-5
business days before the meeting.
• Prepare proposed resolutions in advance and distribute them to the
Board before the meeting.
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4. NO SURPRISES
• Don’t surprise Directors with bad news at the Board meeting – bad
news should be communicated quickly and carefully.
• Socialize major issues, including financial performance, during
periods between meetings.
• Stay in touch with directors between meetings.
• Know the answer and response before the meeting.
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5. INVOLVE MANAGEMENT TEAM
• Have presentations made by other members of the management
team – engage them effectively in the Board process.
• Prepare your management team for their presentations and rehearse
them – every meeting is a performance review for management.
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6. KEEP ON TIME AND ON TRACK
• Start the meetings on time – even if all Board members aren’t
present.
• Stay with the Agenda – Avoid getting to far off the path (as much as
possible).
• Keep the meetings on schedule – insert time commitments on each
item and try to stay as close to them as possible.
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7. KNOW AND LISTEN TO YOUR BOARD
• Review the agenda in advance with Lead Director.
• Anticipate what your Board wants to cover in Meetings.
• Listen and learn – accept Director feedback and apply to future
meetings.
• Prepare a customized dashboard of the key financial metrics relating
to your company and obtain Director input and sign-off.
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8. ACCURATE INFORMATION
• Make sure all information, including in particular financial information,
is 100% accurate – especially on your financial dashboard.
• Mistakes result in embarrassment and loss of credibility.
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9. KNOW YOUR STUFF
• Know the Board materials inside and out.
• Anticipate questions from your Board – and prepare accordingly.
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10. MAKE SURE EVERYONE CAN HEAR
• If Directors will participate by phone, make sure the equipment is
adequate.
• Speak loudly into the speaker phone where you have Directors
participating telephonically.
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11. CONTROL ENTREPRENEUR’S
OPTIMISM
• Don’t lose your entrepreneur’s optimism but keep it reasonable and
under control.
• Avoid 100% guarantees – sales performance, accuracy of pipeline,
hiring of executives.
• Use reasonable projections that have been tested.
• Missing your projections and/or overstating the likelihood of success
hurts credibility and, ultimately, careers.
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12. BE MINDFUL OF SENSITIVE TOPICS
• Be aware that information shared with the Board can be discovered in
litigation.
• Protect the attorney-client privilege by having legal counsel
participate when discussing confidential legal matters
• Excuse Board Observers as appropriate to protect the privilege.
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13. USE YOUR COMMITTEES
• Actively use your Committees to address:
• Compensation
• Accounting and audit matters
• Corporate Governance, including new Directors searches
• Have Committee Chairs report to full Board at each meeting.
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14. EXECUTIVE SESSIONS
• Have an executive session after each regular meeting whether or not
there is a specific topic to be discussed.
• Have two Executive Sessions:
• One that includes the CEO (but no other management)
• One that does not include the CEO or any other management
members.
• Elicit feedback to provide the CEO.
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15. Presenter
David M. Calhoun David M. Calhoun is a partner in the firm’s Corporate Securities,
Partner Mergers and Acquisitions, and Financial Technologies practices.
Morris, Manning & Martin, LLP
Mr. Calhoun practices in the areas of corporate finance, securities,
Phone: 404.504.7613 and mergers and acquisitions. He has significant experience in public
Fax: 404.365.9532 and private securities and corporate finance, including representation
dcalhoun@mmmlaw.com of issuers, underwriters, and investors. Representative transactions
include debt and equity offerings (public and private), going private
transactions, venture capital financings, IPOs, secondary offerings of
common and preferred securities, PIPEs (private investments in public
Education equity), and tender offers. Mr. Calhoun has been active in mergers
University of Tennessee at Knoxville, B.A., and acquisitions for public and private companies, including acting as
1985 counsel in transactions ranging in size from less than $100,000 to
over $1 billion. Representative M&A transactions include
Mercer University, J.D., cum laude, 1988 representation of both buyers and sellers in mergers, asset sales,
Brainerd Currie Honor Society stock sales, international and cross-border transactions, and
Phi Alpha Delta leveraged buy-outs. He has represented companies in numerous
Book Editor, Mercer University Law Review industries, including technology, biotechnology, green tech, medical
devices, business process outsourcing, manufacturing, real estate and
financial institutions. Mr. Calhoun’s practice also includes general
corporate counseling, corporate governance, audit and special
committee representation, and securities law compliance matters.
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16. Presenter
John C. Yates John C. Yates is the partner-in-charge of the Technology Practice. Mr.
Partner Yates is one of the pioneers of the technology law field and has been
Morris, Manning & Martin, LLP practicing exclusively in this area for over 27 years. The firm’s technology
practice has represented hundreds of technology companies and
Phone: 404.504.5444 provided legal services in such areas as IPOs, mergers and acquisitions,
Fax: 404.365.9532 patent prosecution, Internet law, biotech and medical devices, corporate
jyates@mmmlaw.com finance and venture capital, international law and dispute resolution.
Mr. Yates is internationally recognized in the technology law field. He has
Education founded and been a member of the Board of Directors of leading
Duke University, B.A., magna cum laude, 1978 technology organizations for over two decades. Mr. Yates helped to found
the Southeastern Medical Device Association (SEMDA) in 2004, a non-
Duke University, J.D., 1981 profit trade organization that supports and promotes medical device
- Angier B. Duke Memorial Scholar companies in the Southeast. He serves on the editorial board of leading
technology publications, and his articles have been cited in the computer
law area, including citation by the U.S. Supreme Court in Kodak vs.
Image Technical Services. He is a co-author of articles published in The
Law and Business of Computer Software and The Handbook of Business
Management. Mr. Yates is frequently quoted in business publications,
including The Wall Street Journal, The Economist, and the Atlanta
Business Chronicle. Mr. Yates has also been recognized in a Harvard
Business School case study (“Ockham Technologies: Living on the
Razor’s Edge”) as a leading lawyer representing fast growth companies.
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17. Discussion Topics
1. What steps need to be taken to prepare for a successful Board meeting -- and when should they
be undertaken?
2. What financial information should be presented to the Directors in advance of the meeting?
Should a financial dashboard be prepared for the Board?
3. What are the most common resolutions to be considered by the Board and how should this
information be provided to the Directors in advance of the meeting?
4. How should good and bad news regarding the company be presented to the Board? Should it
be provided beforehand by email?
5. How do you maintain the confidentiality of information provided to Board members, especially if
they include venture capitalists that have invested in other (competitive) companies?
6. How often should the Compensation Committee and Audit Committee meet? How often should
their reports be provided to the Board?
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18. DISCUSSION TOPICS (CONTINUED)
7. Does the Board need one or more outside directors who are independent of the investors? If so,
how do I find these persons?
8. Should the CEO also be the Chairman of the Board? Or, should someone else be the non-
executive Chairman?
9. If the CEO and Chairman are different persons, how often should they communicate and what
should they discuss?
10. How often should Board meetings be scheduled? Which ones should be in person versus
telephonic?
11. What's the best agenda for a successful Board meeting? Who sets the agenda? Do all
members of the management team make presentations at each meeting?
12. What are the biggest problems facing the CEO and Chairman in having a successful Board
meeting?
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