It's the morning of a crucial board meeting. The agenda is packed with high-stakes decisions, each requiring a watertight legal foundation. As the in-house legal counsel, your role is pivotal. But as you scan through your notes, a sinking feeling sets in.
Did you overlook a crucial compliance detail? Is there a legal blind spot that could unravel months of strategic planning?
This is where a checklist to ensure you’re thoroughly prepared for board meetings becomes indispensable. Designed specifically for in-house legal counsel, this comprehensive checklist is your safeguard against the oversights in corporate legalities.
In this post, we'll dive into the checklist that promises to streamline your preparation process, transforming it from a stressful task into a well-orchestrated strategy.
The need for legal preparedness in board meetings
Being legally prepared is not just a formality, but rather a cornerstone of effective board governance. You need to ensure that every decision is made on a solid legal foundation.
That’s why, if you’re not prepared for board meetings, here’s what can go wrong.
#1 Failure in compliance with regulations
You are responsible for ensuring that your company's operations and board decisions comply with relevant laws and regulations. Without thorough legal prep, you might overlook these crucial regulatory requirements.
This oversight can lead to non-compliance, which carries not just financial risks, but also risks to the company’s integrity. This is particularly crucial in areas like data privacy, where regulations are stringent and constantly evolving.
Also, during board meetings, you must ensure that all decisions and discussions are within the legal framework. For instance, when discussing data management strategies, you need to inform the board about GDPR compliance and its implications.
Also read: Unlocking AI Contract Compliance: Tips + Best Practices
#2 Uninformed decision-making
The GC plays a key role in guiding the board to make informed decisions, especially on matters with legal implications. Without a full legal understanding provided by the GC, the board could make decisions that might lead to strategic errors or legal pitfalls.
For example, if the board decides to enter a new market or launch a new product, the GC should provide insights into the legal landscape of that market, including any potential intellectual property issues or regulatory hurdles.
#3 Potential legal consequences
The legal counsel is tasked with anticipating and mitigating legal risks. Incomplete legal preparation can expose the company to lawsuits or legal disputes, which can be costly and damage the company's reputation.
In cases like the Blue Bell Creameries incident, a GC's role would involve advising the board on the necessary compliance and oversight measures to prevent such crises, and discussing the legal implications and strategies to handle the situation if it arises.
#4 Reputation risk
The public image of a company often hinges on its legal and ethical standing. The legal counsel are crucial in advising on legal matters that could impact the company's public perception.
For instance, in the Volkswagen emissions scandal, the GC should have advised the board on legal compliance and the potential reputational impact of corporate decisions, ensuring that the company’s practices are not only legal but also ethically sound.
This is why you need to start preparing for the board meeting.
Weeks before the meeting—laying the groundwork
This preparation phase is crucial in shaping the effectiveness and legal compliance of the meeting. Here’s what you need to do.
#1 Review previous minutes and action items
This step involves revisiting the decisions and commitments made in the last meeting to ensure continuity and accountability. Track the progress of previously agreed-upon legal actions and check if they have been executed or require further discussion.
- Compile a status update on each action item, especially those with legal implications
- Note any items that were deferred or left unresolved in the previous meeting
- Prepare a summary highlighting the developments or changes related to previous legal commitments, such as updates on ongoing litigation or changes in compliance requirements
#2 Set the agenda
“The agenda for each Board meeting should, at a minimum, set out the time and place of the meeting, call to order, approval of the minutes of the last meeting, the topics that will be discussed (new and old business), the expected allotted time for each topic, and the speakers/presenters for each topic.”
~Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Protecting Your Board of Directors
The agenda sets the tone for the meeting. Collaborating with executives to draft an agenda ensures that all critical legal issues are included and prioritized. It’s about balancing the strategic priorities of the company with legal prudence.
- Identify and list new legal matters that have arisen since the last meeting, such as changes in laws, new regulatory requirements, or potential legal risks
- Suggest specific agenda items where the board’s input or decision is crucial, such as approving major contracts, discussing litigation strategies, or updating corporate governance policies
- Coordinate with other departments to understand any cross-functional issues that might have legal implications.
#3 Review legal documents
This step ensures that the board has all the necessary legal information to make informed decisions. Reviewing and updating legal documents is crucial for maintaining legal accuracy and relevance.
- Review contracts, agreements, and other legal documents that are due for discussion in the meeting. Check for any clauses or conditions that need board attention
- Update any legal policy documents or compliance manuals that are pertinent to the company’s operations or the board’s responsibilities
- Prepare concise briefs on complex legal topics, breaking down jargon into understandable language. This might involve summarizing recent legal developments, explaining the implications of new laws or regulations, or providing an overview of ongoing legal disputes
Also read: 10 Tips to Maintain Clear Contract Language
#4 Prepare a skeleton of meeting minutes
“After I prepared the first draft of the minutes it dawned on me that I could have prepared a “shell” of draft minutes (with plenty of space between agenda items) in advance and simply added notes to the different sections as the meeting progressed—while affording me the luxury of actually paying attention because so much of the meeting minutiae was already in draft form, e.g., attendee names, dates, times, expected topics, etc. Basically, all I had to do was use the pre-meeting agenda as a guide to the topics, add the names of the directors and expected attendees/presenters, include the time, date, quorum, etc. and – presto – draft minutes that captured 80% of what was going to transpire.”
~ Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Preparing Board of Director Meeting Minutes
Creation of a skeleton or template for the meeting minutes well in advance serves as a foundational structure to efficiently capture key decisions and discussions during the board meeting. This preparation ensures that no critical legal details are missed and that the minutes accurately reflect the proceedings.
Outline key sections
- Date, time, and place: Reserve a spot at the top for the meeting's logistical details
- Attendees: Include a section for listing all board members and other attendees, leaving space to note who was present or absent
- Agenda items: Pre-list all the agenda items as discussed and finalized in the meeting agenda. This helps in organizing the minutes around each topic
Legal matters
- Add a dedicated section for legal discussions. This could include compliance updates, legal advice given, contract approvals, or any litigation matters
- Leave ample space under each legal agenda item to detail the discussions, decisions, and any dissenting opinions
Action items and decisions
- Prepare a section to summarize the key actions and decisions taken. This should align with the agenda items and include specifics on any legal resolutions passed
- Include placeholders for documenting the responsible parties and deadlines for each action item
Days before the meeting — fine-tuning
At this stage, you need to think about how you can significantly enhance the quality of legal discussions and decision-making processes. This fine-tuning phase is essential for ensuring that the board is well-prepared to handle the legal aspects of their governance responsibilities.
#1 Communicate with key stakeholders
This step involves engaging with board members to ensure they are well-informed about key legal issues. It helps in building a common understanding and preparing them for effective participation in legal discussions.
- Schedule brief one-on-one meetings or calls with board members, especially those who may need more context on legal matters
- Create and distribute a pre-meeting brief that outlines key legal issues, background information, and the implications of these issues for the company. This is particularly important for non-legal board members who might not be familiar with legal terminologies or concepts
- Address any preliminary questions or concerns board members might have. This preemptive approach can help in clarifying doubts and ensuring a more focused discussion during the meeting
#2 Finalize documentation
Ensuring that all necessary legal documents are accurate, complete, and readily available for the board meeting is crucial for facilitating informed decision-making.
- Conduct a final review of all legal documents to be discussed in the meeting. Look for any last-minute updates or changes that need to be incorporated
- Organize documents in a logical order for easy reference during the meeting. This might involve grouping them according to the agenda items
- Prepare extra copies of important documents and ensure digital backups are available. This could include uploading documents to a secure board portal or cloud storage for easy access
#3 Rehearse!
If you are expected to present or lead certain discussions, rehearsing helps in delivering the content confidently and clearly. It also helps you be prepared to address potential questions from the board.
- Practice the presentation or talking points, focusing on clarity and brevity. The goal is to convey complex legal information in an understandable way
- Anticipate possible questions or scenarios that might arise during the discussion and prepare responses. This involves thinking through various angles and implications of the legal issues at hand
- If using any presentation tools or software, do a technical run-through to ensure everything works smoothly
On the day of the meeting
You play a pivotal role in facilitating a legally sound and productive board meeting. The focus is on thorough preparation, effective communication, and active engagement in the meeting process.
Also read: How to enable collaboration between legal and business
#1 Last-minute checks
At this step, you need to ensure that all logistical and material aspects are in place for a smooth and effective meeting.
- Double-check the availability and organization of all legal documents. Ensure they are accessible in both physical and digital formats as needed
- If presenting digitally, test the technology setup, including video conferencing tools, projectors, and any other digital aids that will be used. Make sure that all participants can access and view the presentation materials
- Review the meeting agenda one last time to confirm that all legal topics are covered and align with the prepared documents
#2 Be available for pre-meeting discussions
You need to be available to clarify any last-minute queries or concerns. This helps ensure that board members are fully prepared for the meeting.
- Arrive early and be accessible to board members who might have questions or need a quick briefing on legal matters
- Be prepared to provide succinct and clear explanations on complex legal issues that might be a focus during the meeting
- Facilitate any informal discussions among board members that might arise before the meeting, particularly those that involve legal considerations
#3 Actively participate
“Be sure to speak up if you think you missed something important or something isn’t clear to you. Seek immediate clarification so that you can accurately capture the gist of the discussion, what was decided or deliberated, or what actions the board wants to be taken, by whom, and by when. If you need to, simply say something along the lines of “Excuse me Madam Chair, I need to clarify something for the minutes.” And then ask your clarifying question. I will caveat this by saying at most you will get one or two opportunities to do this during a full day of board meetings. Any more frequently and the directors and management may start to question whether you are up to the job (plus the interruptions can be annoying).”
~Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Preparing Board of Director Meeting Minutes
Contribute effectively during the meeting by providing legal insights, taking notes, and ensuring that the legal perspective is appropriately considered in the discussions.
- Actively listen and take detailed notes, especially on topics with legal implications. This includes noting down any commitments made, decisions taken, and points needing further action or clarification
- Offer legal insights and clarifications during discussions. This might involve explaining legal terms, outlining the legal consequences of certain decisions, or providing a legal viewpoint on strategic discussions
- If needed, suggest pausing a discussion to further research a legal point or consult additional resources, ensuring that decisions are made based on comprehensive legal advice
After the meeting — wrapping up
This phase is critical for maintaining the legal rigor of board decisions and ensuring that any subsequent steps are in line with these decisions.
Preparedness during this step helps transform board decisions into actionable and legally sound steps, thereby safeguarding the company's legal interests and compliance.
#1 Document decisions
“As soon as possible after the board meeting (usually no more than a week), the secretary should finalize a draft and circulate it among the directors (with the draft clearly marked as “Draft-Subject to Revision”). This is also the time to fix spelling and grammatical errors and to make sure you are not using jargon, abbreviations, or acronyms—or at least not doing so without an explanation of what they mean.”
~Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Preparing Board of Director Meeting Minutes
Ensure that all decisions, especially those with legal implications, are accurately and comprehensively recorded.
- Review the meeting minutes to confirm that all legal decisions and discussions are accurately reflected. This includes the specifics of any resolutions passed, legal advice given, and the context of legal discussions
- If necessary, collaborate with the individual responsible for the minutes to clarify any legal points or to provide additional legal context to ensure the minutes are a true and complete record of the meeting
- Ensure that the minutes reflect any dissenting opinions or concerns raised about legal matters. This is important for demonstrating a thorough and balanced consideration of issues
#2 Perform follow-ups
Identify and initiate any legal actions that are required following the board meeting.
- Create a list of action items that stem from the board's decisions, focusing specifically on those with legal implications. This might include drafting or revising contracts, undertaking compliance reviews, or initiating legal research
- If certain actions require immediate attention, prioritize these and start the necessary processes. This could involve reaching out to external legal counsel, briefing internal teams, or starting the preparation of legal documents
- Schedule follow-up meetings or calls to address complex legal issues that require further discussion or collaboration. Ensure that these meetings are set within a timeframe that allows for timely action on critical issues
#3 Planning for future legal requirements
This stage involves anticipating and preparing for future legal needs or board discussions.
- Based on the discussions and decisions made, identify any upcoming legal challenges or requirements. This could involve changes in regulation, upcoming contract renewals, or evolving legal risks
- Plan for the legal department's involvement in these future issues. This might include setting up a legal review schedule, allocating resources, or initiating research into new legal areas
- Document these future requirements and include them in the legal department's planning and strategy documents
Elevate your board meeting strategy
The legal prep checklist for boards meetings is your roadmap to navigating the complexities of these meetings with confidence and legal acumen. Its importance can't be overstated, as it equips you to handle the intricacies of corporate governance with finesse and precision. And as you facilitate continuous improvement and strategic legal oversight, remember that tools like SpotDraft can significantly enhance your efficiency.
We offer an array of services designed to streamline legal processes, from automated contract drafting to efficient document management. By leveraging SpotDraft, you can gather and present essential documents and metrics to the board with ease. The integration of SpotDraft into your daily operations translates into significant time savings, reduction of errors, and a heightened focus on strategic decision-making.
Check out SpotDraft’s services here.
