Where does good board governance begin and how can you be the best board-level EA you can be? asks Catherine Hooton
The board meeting. A meeting of governance and strategy. Decisions are made, risks are reviewed, and the overriding direction of any business is analysed. The board members are one team and three teams in one: the executives, the non-executive directors (NEDs), and advisors. Ask any leader “Who runs the board meeting?” and the most obvious answer is the chair. But long before the chair steps inside the boardroom, an operational force is working and weaving their magic – confirming dates, preparing paperwork and logistics, setting the tone, and ensuring everyone is where they need to be.
Who is this person holding everything in place, and moving every part of board governance to land exactly where it should? Well, that person was me. And that person is you too. The Executive Assistant: the operational force behind every board meeting.
I have worked with boards from a variety of industries and sectors, some smaller boards for non-profit organisations, and other larger corporate boards with international NEDs and advisors. Boards who all look the same, and boards with a mix of ages, diversity, and sometimes challenging voices. The one thing that all types of boards have in common is the need for high-stakes organised board governance. Whether you are sitting in the room with them, or outside ready to contribute when required, the board-level Executive Assistant (EA) is the seat of structure and influence.
The Board Meeting Framework
Firstly, a board meeting is not easy to prepare. I used to flinch at the overly formal process of planning a well-positioned board meeting framework, which began at least a year before. The groundwork of setting the annual dates and times whilst working around business priorities, strategic events, and board member availability can run any ‘Doodle’ online poll into a tizz.
The EA not only has to set the dates but logistically get everyone where they need to be, meaning the diary management of this whole process is nothing short of EA architectural brilliance. Clashes of external business priorities and surprise board member “birthday trips to France” all need to be logged and noted. The chair also needs to stamp their approval on these dates, so the EA needs to ensure that each meeting has the minimum number of voting members required to validate decisions and pass resolutions, all the while making sure the meetings meet the quorum. I would not only log all these entries into my own calendar but also prepare a live Board Meeting Framework document that was available to all board members and executives.
This was, and is, crucial in allowing you to map out a full annual board framework cycle, giving you sight of where you can allocate strategy events and AGMs and structure the board members’ 360s over the course of the year. It is a key starting point to allow you as a senior level EA to design, build, and maintain a strong governance structure throughout the year. The regulations, committees, supporting contributors, and formal procedures are all important considerations you need to oversee not once a year, but monthly and weekly in the run-up to any well-governed board meeting. Get this right at the start, and you are prepared to bridge any crisis or last-minute request proactively and strategically. Plus, it keeps your sanity in order!
So, what does a four-week run down to a board meeting mean for you, as a strategic board-level EA? Let’s walk through it together: four weeks, one board meeting, and the force that makes it all happen!
Board Meeting Success – Four Weeks Out
You are four weeks away from the board meeting, and I assure you, you will be the only person thinking about the meeting! Which is in your favour, as you can use this time to prepare and plan what you need to do and not just what you’ll wear on the day.
I would use this week to write the minutes from the previous meeting by not only reviewing my notes, but in more recent times, watching the recording of the meeting via Teams and reading over those previous AI minutes. I have always written formal minutes that use the correct honorifics andforms of address; this signals attention to protocol and etiquette whilst playing a key part in board-level correspondence and governance. Having the chair and CEO check these over for you can pre-empt any alterations or corrections that may come up in the actual board meeting.
Board minutes can be dry and tedious, but they are important. Making sure they are accurate, sufficiently detailed, and reflect challenges and differences of opinion is vital to support any later inquiry or regulatory decision. I did experience one board member who had a quirky tendency to challenge himself on what he could spot each month within my minutes to call out. These mainly were commas and line spacing, but I did get him back when he retired from the board by finding a great picture of him from the 1980s with hair and a moustache which I gleefully projected onto the cinema-sized AV screen at his last meeting. I made sure I did not minute his laughing reaction!
The trick with good board minutes governance is to make sure you save not only the most recent version of the minutes, but also the versions that were edited, with the AI notes, all within the same monthly folder.
Following this, you can prepare the actions of the meeting. The actions are a timeline log sheet that walk you through the accountability of formally noting steps that need to be taken and by whom. Writing and dating these clearly, whilst making sure you understand the action point, is crucial as the board EA. Others will be reliant on you capturing the right information, and you can use this understanding to boost your own personal development of learning about the business (great for ticking your key objectives off!). If I needed clarity on any action point, I would always defer to the chair for assistance.
Three Weeks Out
Now is the time to tick off those more practical EA board tasks. Secure your meeting room, book any catering requirements, and remind board members of where they need to be and when. I also used to use this time to work on the agenda and supporting paperwork.
The agenda for the board meeting usually runs along the same lines each month, with the quarterly updates added in and the ‘AOB’ section requiring direction from the CEO and chair.
Executive papers follow a formal structure and reoccur monthly to reflect the latest financial performance and operational developments across the business. This was an area where I actively provided support across my leadership team, collating contributions and liaising with leaders to ensure papers were cohesive, accurate, and delivered on time. This was something that I enjoyed playing a part in, as it would further my knowledge of the wider business and financial projections.
Acting as a mini project manager to the coordination and quality of the reports is a powerful EA contribution. As a governance-led EA, you are responsible for ensuring that any board papers that arrive poorly written, unstructured, or with inaccurate information are either returned for revision or rewritten. Approaching this with authority, discretion, and integrity not only demonstrates your EA authority, but also shows your awareness to the tone and language that is suitable for the boardroom. An EA who shows clear understanding of what board members need to make well-informed and considered decisions is actively demonstrating strategic impact and governance.
Two Weeks Out
There are two types of directors: executive and non-executive directors (NEDs). The former are those directors working within the business – usually the CEO and CFO. The NEDs are those directors who don’t work within the business but have an active interest. Under UK law, both executive directors and non-executive directors are equally responsible for working for the best interests of the business’s shareholders or members (Laffin, 2021, Behind Closed Doors).
The information that the NEDs receive from the executive directors must help them to make well-informed decisions whilst allowing them to challenge and openly voice any concerns. Therefore, it is imperative that at this point of the run down to the board meeting, you ensure that the NEDs and advisors have everything they need to make these decisions. A NED may need a briefing call with the EA to go over a board pack or to ask for a slot on the agenda to raise a matter of interest. Chairs can ask the EA to arrange pre-board meeting calls with advisors or NEDs.
Remaining neutral within your EA role is critical. I was often asked to join and minute NED meetings without the CEO or CFO present. Ensuring that I provided confidential support to the chair and NEDs was a large part of my EA board role. Any notes had to be taken with discretion and appropriately saved or filed. The chair and NEDs are heavily reliant on the information they receive, and it is the responsibility of the EA to help them navigate it.
One Week Out
The final week before the board meeting can be stressful even for a highly experienced EA! Board packs need to be uploaded to the board director portals or SharePoint, allowing at least 5 working days for review. Last-minute requests can be made, and all policies that are required for review need to be distributed, with any supporting attendees notified of their time slot to attend the meeting. I would now use this time to also arrange AV and any tech support whilst printing and distributing board packs to contributing attendees.
Meeting Day
On the day of the meeting, something I most enjoyed was welcoming the board into the meeting room – offering help to them before the meeting started, ensuring I was sitting near the chair and CEO (mainly to easily be on hand to provide support in case I was required whilst the meeting was in progress). Board meetings are always recorded for auditing purposes, and the EA is the person to hit the record button, ensuring everyone can be seen and heard. The chair will open, lead, and close the meeting and may call upon the EA to keep the meeting on track with both the time and flow of the agenda.
The EA works their magic of taking the minutes, ensuring that decisions are logged, policies are proposed and seconded, and votes are counted and accepted. At each board meeting, I would be aware of who was wanting to speak, who seemed to be more concerned than another on a subject matter, and if anything urgent needed to be noted.
When the meeting closes, the experienced board EA knows the governance cycle never truly stops, and, if you’re anything like me, you wouldn’t have it any other way. Because behind every well-governed, well-supported director around the table, there is always an EA making it possible.
