Optimizing Board Meeting Processes

The efficiency and effectiveness of board processes play a pivotal role in driving organizational success. Ensuring that board meetings are well-structured, agenda items are thoughtfully curated, and time is allocated judiciously, can significantly impact the quality of decision-making and the overall governance of an organization. This significance was highlighted during a session of the 2025 Directors Development Program, where seasoned board member Sanjiv Sachar shared his valuable insights and experiences on optimizing board processes. Sachar serves on the boards of KDDL and Info Edge and is a Senior Advisor for KPMG in India. Previously he served on the boards of HDFC Bank and the Indian Institute of Management, Rohtak and was formerly an Egon Zehnder consultant who was instrumental in establishing the firm’s presence in India. 

What follows are the highlights of the discussion. 

At a baseline level, the organization’s key objectives for the year will be a fixed agenda item. For example, talent and succession planning are likely to be on the agenda at either every board meeting or every second board meeting. However, the frequency of discussion for topics may vary, depending on the number of meetings that the board has in a given year. For example, Sachar shared that on one of his boards, directors often felt pressed for time and were quickly running through agenda items with one eye trained on the clock. “At one point, one or two of the independent directors stood up and expressed their discomfort at racing through the agenda items,” he explained. “And if these are items that need to be discussed at the board level, then the first thing we need to do is increase the number of board meetings.” It was a major decision to put more meetings on the calendar, but the full board bought into it because they believed it was necessary for good decision-making. 

In addition to proper time allocation, the right topics must be on the agenda. Sachar recommends that boards not shy away from asking why an item is coming before the full board or a committee and debating if it should. 

The board chair will play a key role in both crafting and facilitating the agenda, but they must also take input from all board members. Board members should be proactive in approaching the chair about the agenda items they believe are must-discuss topics. “If this practice isn't followed, it’s a red flag indicating either poor participation by directors or an agenda driven by a few individuals,” Sachar said. “For a healthy board, it's crucial that everyone shares their thoughts on topics for discussion at both the board and committee levels.”

Particularly for bank boards, there is a lot of information directors will need to review, and it’s important to note that board members have made a commitment to being thoroughly informed before walking into the meeting. But there is also an expectation that management presents the information in a digestible manner. Sachar said that on one of his boards, they asked the management team to include a summary with their materials, noting that there is additional information that backs up the key points of that summary.

Another tip he shared is that the person who is responsible for creating the materials sent to the board be the one who is presenting them, although the leader of that group should still be present. “Typically, the leader of the group presents, but having the person who is actually working on the item present has two benefits,” he elaborated. “First, the board can understand the bench strength and the quality of the team through the presentation. Second, the individual gets the chance to face the board, which is a valuable learning experience for them." In addition, this approach builds confidence in the team's capabilities while fostering a culture of inclusivity and collaboration.

A third tip Sachar shared was having someone be responsible for time allocation of each agenda item and that person is typically the corporate secretary. He explained that the corporate secretary on one of the boards he served on would note how much time a presenter had at the start and let them know when their time was waning. Another way the board ensured good time allocation was to ask board members to write down their questions, so as not to interrupt but then open up time in the last few minutes of a presentation for those questions. 

Lastly, Sachar said that it’s important to discourage side conversations among board members. While it’s likely that board members may want to comment or share something with a fellow director they know well, when they engage in this type of behavior during a meeting, it’s a disturbance. It not only diminishes the credibility of the speaker but also consumes valuable time. 

Committees are an important part of the board ecosystem. They allow for detailed discussions on key items that may not be feasible in full board meetings. But it is a delicate dance to determine what should be covered by each committee and what needs to come before the full board, and it also requires a level of trust in the work of each committee. Sachar offered an example of a bank board he served on. "We started a practice where the chair of the committee would summarize the discussion, key points, and decisions in the full board meeting,” he explained, adding: “This built confidence among board members in the committee's rigor, preventing repetitive discussions.” He emphasized that without this level of trust, committee meetings would be pointless, and longer board meetings would be needed to cover everything.  

To truly get the most out of the perspectives of each board member, a skilled board chair will establish a board culture where all directors feel comfortable speaking up and contributing or asking questions outside of their particular experience or areas of expertise. Sachar emphasized that the chair must have their "eyes really moving around the room" to observe and engage board members who might be uncertain about adding to a discussion. He noted, "You may have board members who may be hesitant to voice their thoughts because they feel this is an audit-related discussion, I come from a technology background, maybe it's a silly question."

To address this, the chair should try to call on these members and encourage their participation. "The chair needs to ensure that he or she gives the comfort to each board member that every question is important. There's nothing known as a bad question," Sachar explained. He added an example of a board member with a healthcare background who would initially keep quiet on audit-related or IT-related topics. “The chair took initiative and said, 'What's your view?' and with encouragement, that person started becoming a lot more active in the audit discussions," he explained. 

In addition to bringing forward these reticent voices, the chair must also manage the flow of the discussion to prevent a few dominant voices from overshadowing others. This balanced approach ensures that all members contribute meaningfully to the discussion.

Another practical tip Sachar shared is the importance of minimizing distractions during meetings. He strongly recommended that laptops, iPads and iPhones be kept outside of the boardroom to maintain focus.

Sachar’s insights highlight the importance of structured presentations, time management, and the avoidance of distractions to maintain credibility and efficiency during board meetings. The emphasis on trust and robust participation from all board members fosters a culture of inclusivity and collaboration, ensuring that every voice is heard, and every perspective is valued. Implementing these practices can significantly enhance the effectiveness of board discussions and overall governance.