How to Manage Board Decisions
Managing board decisions is the process of ensuring that board and committee decisions are properly proposed, discussed, voted on, documented, and tracked through to implementation. This guide walks through establishing a board decision management process that meets governance and regulatory expectations.
Step 1: Establish Decision-Making Authority
Define who has authority to make what decisions: the board, committees, and management. Document delegation of authority — what decisions are reserved for the board, what is delegated to committees, and what is delegated to management. This ensures decisions are made at the right level and prevents both over-delegation and bottlenecks.
Step 2: Prepare Decision Proposals
Before a decision is made, prepare a proposal: what is being decided, why, what are the options, what are the risks, what is the recommendation, and what are the financial and operational impacts. Proposals should be circulated to board members in advance with the board pack so they can review and prepare questions.
Step 3: Discuss and Debate
At the board meeting, discuss the proposal: present the recommendation, allow questions, hear different perspectives, and debate the merits. The chair should ensure all perspectives are heard while keeping the discussion focused. Document key points of the discussion in the minutes.
Step 4: Vote and Resolve
After discussion, take a formal vote: for, against, or abstain. Document the vote count and the outcome (approved, rejected, deferred). Handle conflicts of interest — members with conflicts should declare them and recuse themselves from the vote. The resolution should be documented in the minutes with the full resolution text.
Step 5: Document the Decision
Document the decision in the board minutes: the proposal, the discussion summary, the vote, the outcome, and the resolution. The resolution should be formally recorded with: resolution text, proposed by, vote count, and outcome. MPG's corporate secretary module tracks resolutions with full documentation and audit trails.
Step 6: Communicate and Implement
After the decision, communicate it to the relevant parties — management, employees, regulators, or stakeholders as appropriate. Management is responsible for implementing the decision. Track implementation through action items with owners and due dates. The board should receive updates on implementation progress at subsequent meetings.
Step 7: Track and Follow Up
Track board decisions through to implementation. Create action items for each decision that requires implementation, assign owners, set due dates, and monitor progress. At each board meeting, review the status of outstanding actions from previous meetings (matters arising). MPG tracks board actions and resolutions through to completion with full audit trails.
Key Takeaways
- Establish clear decision-making authority — who can decide what
- Prepare proposals with options, risks, and recommendations in advance
- Document discussions, votes, and resolutions in the minutes
- Handle conflicts of interest with declaration and recusal procedures
- Track decisions through to implementation with action items and follow-up
Frequently Asked Questions
What is a written resolution?
A written resolution is a decision that is circulated and approved in writing outside of a board meeting. It's used for decisions that can't wait for the next meeting or don't require full discussion. Written resolutions must be signed by the required majority of directors and are documented in the same way as meeting resolutions. MPG supports both meeting and written resolutions.
How do we handle conflicts of interest in board decisions?
Directors with a conflict should declare it before the discussion, recuse themselves from the vote, and in some cases leave the meeting during the discussion. Document the conflict declaration, the director's decision to recuse, and their return to the meeting. MPG's board meeting module tracks conflict declarations and recusals with full audit trails.