Board Ballet: Choreographing the Joint Venture Board Agenda

   

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896-36a-apollo-reh-balanchine-908462-editedFOR BETTER OR WORSE, the vast majority of time and attention that JV Board Directors spend thinking about the business or asset happens within the narrow confines of Board and committee meetings. As a result, orchestrating the Board’s annual agenda is a critical tool for JV Chairs and CEOs to engage, energize, and get value out of the Board.

But this valuable time isn’t always optimized. Many Board members tell us that their meetings suffer from disorganization that seriously limits the effectiveness of their time (Exhibit 1). What’s worse is that all too often, near-term items like performance reporting, operations, budget, and other routine matters take up close to 50% of the average JV Board meeting, crowding out important issues like strategy, talent, and self-governance – if they’re even addressed at all (Exhibit 2). Similarly, not enough thought is given to the mix of time – the amount of time spent in full-Board meetings vs. breakouts, and the split between decision vs. discussion time, or formal vs. informal interactions.  


Exhibit 1: Problems with Joint Venture Meeting Effectiveness

Exhibit 1 Problems with JV Meeting Effectiveness

Source: Water Street Partners. © All rights reserved  
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Exhibit 2: Average Joint Venture Board Time Allocation

Exhibit 2 Average JV Board Time Allocation

Source: Water Street Partners. © All rights reserved  
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An annual agenda that balances operational reviews alongside discussions of long-term strategy and growth – while also preserving time to address unexpected issues and to return as needed to key topics across the year – is a powerful tool in the hands of a JV Board interested in maximizing the effectiveness of its agenda (Exhibit 3).


Exhibit 3: How Joint Ventures Generally Perform on Key Standards

Exhibit 3 Joint Venture Board Calendar for a New Business Joint Venture

Source: Water Street Partners. © All rights reserved  
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This memo focuses on two areas where a JV Chair and CEO considering their upcoming calendar could utilize some best practices to focus on effective Board agenda management: 1) the basic calendar, including the number, type, and length of Board meetings across the year; 2) the mix and sequence of topics.

BASIC CALENDAR 

Designing a well-defined Board calendar starts with establishing the format – how often should meetings be held, what kind of meetings, where, and for how long? 

Number of Meetings: Some Boards meet twice a year, and some monthly, but our view is that 4-6 meetings per year is usually the right number – and only rarely will a Board need to meet 6 times a year or more, except during startup or at a crisis point. Similarly, it is difficult for a Board to adequately do its job with as few as two meetings per year.

Types of Meetings: To fully address their responsibilities, Boards generally need a mix of formal decision-making, semi-formal discussion/debate, and informal networking/one-on-one time. We’ve heard from many JV Board members that they would prefer a strong separation between “discussion” and “decision” meetings, giving them the freedom to talk without being forced to advance an official point of view before they are ready. In addition, it’s critical to flag in advance the topics where decisions will be requested vs. those where only an initial discussion is planned. Done this way, most Board Chairs find that the truly “formal” decision session can be managed in 90-120 minutes, leaving the rest of time for discussion. Some Boards have found it helpful to have meetings split over the afternoon of one day, and the morning of the next. Putting the decision session on the second day allows Board members to revert to senior officers in their companies as needed for approval, in advance of the decision part of the JV Board meeting.

Location of Meetings: Unlike corporate Board meetings, convenience is the most important factor for a JV Board meeting – JV Board members are usually parent executives with significant ... To Continue Reading Please Click Below. 

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