Meeting Less, Talking More?

Disruption is accelerating. CEO exits are at an all-time high. Strategy, particularly around AI, is more important than ever. So why are boards holding fewer meetings?

New data shows that boards aren't meeting significantly more today than they did a decade ago—and that some are meeting much less often. S&P 500 boards had an average of 7 meetings last year, essentially the same as during the pandemic and one fewer than a decade ago. The number of boards that met ten times or more fell to 14% from 20% last year and 22% in 2020—while one-third had five or fewer meetings over the last year, up from 29% last year. “Boards are getting back to a regular cadence of meetings after being elevated for the last few years,” says Michelle Lowry, a professor of finance at Drexel University’s LeBow School of Business specializing in corporate governance. 

That strikes some experts as unusual: They say that the expanding risk environment, escalating battle for talent, and innumerable other challenges call for more attention from boards, not less. The rule of thumb is five meetings per year, says Charles Elson, founding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. “At a minimum, boards need to meet quarterly for earnings,” says Elson, “and have at least one meeting devoted solely to strategy.” According to a Korn Ferry study this year of 250 CEOs and directors, most boards are doing only the minimum: 43% of boards say they meet with their CEOs on the same quarterly schedule they maintained during calmer periods. 

Additional meetings are often dictated by external factors such as a pandemic or war, or by circumstances unique to individual firms, like an investigation, a major merger or acquisition, an activist campaign, or an unexpected CEO departure. To be sure, the number of meetings can vary widely among S&P 500 firms, from as few as two to as many as nearly thirty.

While there is no optimal number of meetings, experts agree firms must strike a balance to maximize effectiveness. Too many meetings could result in disengagement, says Lowry. “Directors may feel like if they miss one, it’s no big deal,” she says. Too few, on the other hand, can mean too little oversight. Elson worries that the proposed reduction in reporting from quarterly to twice per year could result in an equivalent decrease in board meetings. “Two meetings aren’t enough to accurately assess performance,” he says.

Joe Griesedieck, vice chairman and managing director in the board and CEO services practice at Korn Ferry, says boards are holding fewer official meetings because an increasing amount of work is being done at the committee level. He says it’s not uncommon for members of the three mandatory board committees (audit, compensation, and nominating/governance) to meet independently, between meetings of the full board. Firms have created other stand-alone  committees, also reporting to the board, devoted to issues like risk, AI, or talent. Griesedieck says this kind of structure can help make official board meetings more efficient. The committees do the heavy lifting and report to directors beforehand, he says, allowing them to present only the major points at the meeting. “Instead of having the audit board report for two hours, it cuts time and allows the full board to focus more on critical issues,” says Griesedieck. 

Anthony Goodman, head of the board effectivceness practice at Korn Ferry, agrees. He says that boards are turning to ad hoc or special committees to do most of the work during particularly challenging times—an unexpected crisis, a potential merger, a succession search. Goodman also notes that even if boards are meeting less often, they’re still communicating regularly. He says both management and directors are leveraging technology to improve board effectiveness; this includes providing interim updates, such as weekly or monthly calls between meetings or AI-produced briefings. One recent survey found that 40% of boards are holding monthly or weekly calls between meetings, for instance. “Formal meetings may be coming down, but informal meetings are taking place regularly,” says Goodman. 

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