In addition to the Directors, who else should attend Board meetings?
The Board Secretary must be present to take and present the minutes. Typically, the Secretary is also the Chief Financial Officer.
The CFO should present the Financial Report. It is prescribed in large public companies that the CFO and CEO personally attest to the accuracy of the financial statements and controls. While this does not apply in early-stage tech start-ups, it is good practice for the CFO to take ownership for the numbers to the Board.
There is a second reason for the CFO to attend Board meetings. As the depth of oversight continues to increase, an area that is receiving more attention is risk assessment and risk management. Inevitably, this task will devolve to the CFO. He will then be responsible for identifying the sources of risk and developing plans to mitigate them. The Board may wish to hear and question a report on risk from the CFO from time to time. Please see related document Risk Assessment.
Officers. Anyone who is an Officer of the company should also attend Board meetings. Invariably, these are senior executives and perhaps founders who have a depth of knowledge which the Board would wish to have present at the meetings. Importantly, because Officers carry the same liability as Directors, they should be present when the decisions are made which impact that liability.
Other C-level Executives. There is a difference of opinion on whether all C-level executives (Chief Technical Officer, Chief Marketing Officer, etc.) should attend. The argument against their attendance is that the CEO is ultimately responsible for management and all reporting and review should be centralized through him or her. The counter argument is that the Board has a fiduciary duty to avail themselves of all important information and receiving reports directly from the senior executives follows from this. In addition, there is educational value for younger executives in preparing, delivering and answering questions on reports directly to the Board. At meetings where management presents quarterly reports on the Operations Plan to the Board, the other C-level executives should present the reports from their respective functional areas. Please see related document Sample Board Agenda.
On balance, the arguments in favour of attendance are stronger, and most companies encourage all senior executives to attend Board meetings. However, in terms of conduct at meetings, the Board meeting belongs to the Directors. Management is there to report and answer questions, but not to debate either the CEO or the Directors, unless expressly asked to.
See the related topic Organizing a Board Meeting.