1. INSTITUTE OF CERTIFIED PUBLIC SECRETARIES OF KENYA EFFECTIVE MANAGEMENT MEETINGS 23 JULY, 2015

2. MANAGEMENT OF MEETINGS PRELIMINARIES What do we know about meetings? They bring together people who have a common purpose They require to be :  Properly convened  Properly constituted  Properly conducted

3. WE ALSO KNOW THAT……. Meetings are an assembly of people for a lawful purpose (Sharp V Dawes-1876) From a practical sense, meetings will require at least two people to be together. (Sharp V Dawes, 1876 “a coming together of more than one person”) People attend meetings convened and controlled by other people or meetings in which they play a role, eg as chairman.

4. THEREFORE…… In one situation, you may have no role to play and have little interest in the meeting. You want it to end soonest. Issues arise, dragging the meeting, delaying your next course of business In the other situation as participant or chairman, you may do something to change the course of things. For example, suggest adjournment

5. MEETINGS HAVE OWN CHALLENGES But depends on the nature and type of meeting. Eg management meetings are instructional by nature. Failure to respond may result in sanctions CPSB, CASB and Assembly meetings present different challenges; participants may be scattered, the sanctions for non-attendance may not immediately be “threatening”, motivational factors are varied, etc

6. MEETINGS HAVE OWN CHALLENGES - CONT’D Timings of meetings; should this be mornings, mid-days /afternoons or evenings? How do you deal with chairman’s own preference? Issues of availability of skills on the CPSB/CASB/Assembly for the subject matter under discussions. This may present challenges in arriving at a quality decision. Non-concurrence on the need for a meeting among the members. Others think the matter could be handled differently

7. MEETINGS HAVE OWN CHALLENGES - CONT’D Then there are cases of emergency meetings and convened at a short notice. Would everyone or at least a number to make a quorum be available? The issues of venue: their availability and suitability, the costs (where applicable), travel time and mode, etc

8. MEETINGS HAVE OWN CHALLENGES - CONT’D What is clear from the foregoing is that challenges associated with meetings begin from everyday life issues, not necessarily technical in nature. Therefore meetings require proper planning, they require a valid purpose, members must be committed but their special circumstances need to be appreciated. It is a question of leadership.

9. WHERE DO EFFECTIVE MEETINGS BEGIN? A number of things, including: Agenda for the meeting Leadership by the Chairman Preparation by al people involved Open and focused discussions Implementation of decisions taken at meetings, etc.

10. HAVING AN AGENDA ENSURES THAT…. Participants plan their contribution, relevancy and time Helps to assign roles to participants, including identifying relevant external resource facilitator Helps to budget for time. People have other things to do beyond the meeting Facilitates the flow of events. Arrangement of agenda items Facilitates control of the meeting in all aspects- results desired, nature of contribution, provision of leadership, etc

11. SOURCES OF AGENDA ITEMS May be prescribed Boards’ work plans, probably drawn from their mandate Previous Minutes, eg deferred items Correspondences Suggestions from participants/members Emergencies Current events, eg in the economy

12. ACTIONS REQUIRED ON THE AGENDA ITEMS Secretary to prepare in liaison with Chairman. Circulation in good time (if no statutory period is stated). Avoid developing agenda at the meeting. It is painful to call people merely to deal with “matters arising”. Arrange them in a logical flow/priority order. Include manageable number of items. The rest can be deferred to the next meeting. “ANY OTHER BUSINESS” item not recommended.

13. PROCEED TO CONVENE THE MEETING Observe the agreed regulatory provisions: the notice period, entitlement to receive notice, mode of circulation of notice, etc Ensure supporting resource is notified as well. These include officers whose presence is helpful as advisers or providers of information. Do not inform them at the last minutes and expect them to be useful to the meeting.

14. LEADERSHIP AT THE MEETING The position of the chairman is “constitutional” and legally protected. Eg chairman’s signature on the minutes is prima facie evidence of their validity. If Chairman is not properly appointed or elected to that position, then the meeting is not properly constituted. Then, of course there is always the issue of quorum with regard to the numbers.

15. JOHN HARPER SAYS THIS……. ".............Above all, however, there needs to be active leadership, which can be provided by a good chairman, to ensure that the Board can work as a cohesive team that is devoted to the continuing success of the enterprise. The challenge of rapid change will tax even the best led boards. It calls for the chairman to be able to exercise superior skills to ensure that the Board is effective. Successful chairmen are leaders. They succeed not just through their own knowledge and expertise, nor simply because of the strength of their personalities-they succeed because they work at the process of managing the business of the Board and identifying the methods and alliances that deliver the strategy.........“ ("Chairing the Board" by John Harper)

16. THE CHAIRMAN …… Must exhibit the most impartiality on issues and people. Even where he has a casting vote, he should consider using it only under critical circumstances. Belongs to everyone; those who agree or disagree with him. Expected to demonstrate superior skills and must therefore be properly and adequately briefed.

17. AT THE MEETING Chairman should not persistently ignore other people by appearing to lean on one side. The meeting may be invalidated or he soon loses respect from members, including those who stand on his side all the time. Observe advertised times for meetings. Sometimes, a moment of a little break can help break an impasse, i e tactful adjournment

18. AT THE MEETING-CONT’D Don’t pause the meeting as people wait for copies of documents, do them in advance. Have a strategy to deal with impromptu issues arising which were not in the agenda Set a kind of time limit to be spent on each agenda item and honour it. Have the courage to reschedule the meeting to deal with unfinished business Minimize interruptions, eg from mobile telephone calls Follow the agenda

19. AT THE MEETING-CONT’D Start meetings on time Determine decision-making method, eg voting, consensus, persuasion, etc All decisions desired should be made at the meeting. Nothing outside the meeting Identify suitable venue and sitting arrangements

20. INDIVIDUAL PREPARATIONS FOR THE MEETING Read meeting papers well in advance and conceptualize the issues to your best. Clarify any issues with the right people in advance, eg County Executives or Chief Officers or a colleague. If you think it can help discussions on any item, prepare a discussion paper and get it circulated.

21. RECORD OF MEETING PROCEEDINGS (MINUTES) In law minutes merely represent a resolution reached by the meeting The practice today, is to give sufficient narration to help anyone not at the meeting to become part of the proceedings. Provided however that the narration are not a reproduction of verbatim discussions. Appendix A is an example of narrative minutes.

22. NOTE THIS FROM APPENDIX A The resulting decision by the Board arises from a report of the committee. The report must have contained a full background from which the minute has made some mention. It goes on to talk about some options that were considered in terms of possible solution to the matter Links up the issues with the need to take control of the land, followed by the decision.

23. NOTE THIS FROM APPENDIX A-CONT’D Look at the numbering of minutes. The main paragraphs are numbered 1, 2,3,etc with sub- paragraphs being numbered a), b), c), etc. In this way, it becomes easier to make reference to any item. Whatever the style of numbering, think of ease of reference Also, note the way they are written in the past tense. This is because it is a record of what was done.

24. MAKING REFERENCE TO A DOCUMENT-APPENDIX B Such a document could be a written report or a Board Paper or any other. Lets say, it is a report of consultants who had been engaged to carry out some assignment. The report itself may be very long, say, 50 pages. Yet, it is presented to the Board to review and adopt or give some other direction. Will they have read it?

25. MAKING REFERENCE TO A DOCUMENT APPENDIX B-CONT’D For the purpose of the meeting, it helps to include a one or a few pages summary of the issues that are key to the Board’s decision- making (a board briefing paper). These highlights are the ones that find their way into recorded minutes, followed by the decision of the Board, eg noting, adopting, deferring action on it, etc.

26. USING THE BOARD PAPERS The Board’s role in the decision making process is highly facilitated by the use of properly prepared board papers These are either for information purposes or to seek Board’s decision on strategic issues Either way, they support the handling of the agenda in a more effective way

27. USING THE BOARD PAPERS-CONT’D The board papers provide information with sufficient details to enable the board to make informed decisions Typically, there are issues of a standard nature which the board must be briefed about at each meeting, eg finances, operational issues, etc. A board paper should be prepared for the information of the board on these issues

28. USING THE BOARD PAPERS-CONT’D There are issues that specifically arise that require a detailed board consideration and decision, eg purchase of a new building for the organization These will require a more detailed board paper to ensure that the right decision is made by the board. They require strategic approach by the board to arrive at a proper decision

29. USING THE BOARD PAPERS-CONT’D The Executive has the primary responsibility to ensure that the Board gets accurate and reliable information. (In corporate world, this is the responsibility of the CEO) Hence, the Board’s responsibility of managing the business of the organization is achieved through the CEO The CEO has the entire workforce at his disposal to help him assembly the information to be included in the board package

30. USING THE BOARD PAPERS-CONT’D The critical team at the CEO’s disposal include the heads of departments, his own PA, the secretary to the Board, etc (The Executive at County level sits in a similar position) The heads of departments (Chief Officers) act as original sources of information and input data required to prepare a board paper. They also have staff under them for collection of information and data. Everyone is therefore involved. The secretary to the board in consultation with the chairman guide the final format of the agenda and discussions at the meeting. (For corporate world, the CEO gets involved as well).

31. APPENDIX C I-BOARD PAPER Different organizations may adopt different layout and format of board paper. This may be historical/tradition, style imposed by the Chairman, etc However, the basic information should include:  The title of the report  The introduction/purpose of the paper  The issues and signature of the person submitting the report, such as the County Executive

32. A WORD ON COMMITTEES VALUE OF COMMITTEE Board is able to delegate significant amount of work to them and therefore accomplish a lot May provide for co-option which brings in other skills not immediately available in the Board. Flexibility in handling their meetings. Board is able to accomplish significant amount of work through committees

33. Procedure in Committee System Quorum – all members or number specified Voting – simple majority, unless specified Chairman – appointed by members or Board. Power – committee must act within its Terms of Reference Committee decisions – by way of recommendations, proposals, reports to the Board. Minutes – no statutory requirements to maintain minutes but it is often maintained.

34. MAJOR TYPES OF COMMITTEES Standing committee – has a continuing life. Ad hoc committee – deals with a special assignment and dissolves. Sub committee – constituted by members of committee, either standing or ad hoc. Joint committee – brings together different committees’ members on a matter of common interest.

35. THANK YOU