Over the course of a year, a board of directors must review key information, approve important documents, hold vital discussions, and make critical decisions. How do they stay on track?
The annual board calendar is a valuable tool to ensure that all these events happen at the right time. It’s more than just a list of dates and times. It’s a document that needs to be well thought out and carefully considered.
Think of the board calendar as a planning tool to help the board govern effectively. It helps the board figure out how to best spend its time and make sure nothing critical gets missed.
No one wants the board to get to the end of a year and then realize that essential tasks haven’t been taken care of. An easy way to keep tabs on board tasks is to start with the annual calendar, then refer to it to develop each board meeting agenda.
And the annual calendar is helpful for individual directors too. They’re busy people, involved in lots of events and activities. The calendar lets them know well in advance what’s going to require their attention, and when.
A board calendar – often called the board work plan - is simply an annual plan of items that need the board’s attention. It’s useful for agenda planning, committee work, and ensuring the board allocates time for all the essential fiduciary, strategic, and board development work that takes place over the course of a governance year. Its purpose is to ensure all the various items are dealt with in a timely manner.
A comprehensive board calendar includes all the functions and tasks the board and its committees must perform and allocates them to specific meetings spread out over the course of a year. It should be reviewed and formally adopted by the board at its first meeting of the governance year, then regularly tabled at board meetings so everyone can review it and keep it in mind.
Each board’s calendar is unique - it varies according to the industry, the governance model, and the organization’s size and maturity. And it’s a living document, changing from year to year to reflect changing needs and priorities. Even if needs change in the middle of the year, the calendar can easily be revised.
In many organizations, the corporate secretary, the CEO, or a member of the management team has the lead role in developing the board calendar and keeping it up to date. In others, it might be drafted by the board chair or governance committee chair, then formally adopted by the board.
Basically, the calendar keeps things on track and keeps the board and management aware, prepared, and aligned about what needs to get done, and when. From management’s point of view, it ensures that the decisions they need from the board are made at the right time so they can move forward.
And for the individual director, having a whole year’s worth of meetings in their schedules well in advance makes it easier to juggle their own priorities, including their workload and vacation time. This ends up improving director attendance and lessens the chances of not making quorum.
An effective board calendar has many other useful applications.
The work of creating a calendar starts with listing all the items that must be dealt with by the board – and by management in support of the board - over the course of a year. The following items are typical of what would normally be included - some might appear more than once per year.
Meetings and Events: The Annual General Meeting, regular board and committee meetings, the annual board retreat, and other events that directors might attend, such as social events (e.g. the holiday dinner), organizational events (e.g. long service awards), industry events (e.g. conferences), or fundraising events (e.g. donor recognition.)
Regulatory and Compliance Items: Reports and filings required by regulators, compliance reports, tax or tax-exempt filings, internal audit reports, annual signing of code of conduct, confidentiality, and conflict of interest, director criminal record checks, and other compliance-related activities.
Financial Items: The annual budget, quarterly financial reports, audited financial statements, interim reports, and the external audit plan and auditor’s report.
Planning Items: Business plan review, strategic planning, program review, and monitoring key performance indicators.
Human Resource/Compensation Items: CEO evaluation and remuneration, executive bonuses, compensation and bonus plan for executives and staff, compensation philosophy, succession plans, employee engagement, and organizational culture reports.
Risk Oversight: Risk register, risk appetite statement, enterprise risk management, and review of insurance coverage, especially Directors and Officers (D&O) insurance.
Governance Items: Board and committee composition and leadership; board succession planning; director recruitment, nominations, and elections; orientation for new directors; board and committee evaluations, director peer reviews or self-assessments; board training and development; and review of applicable regulations, bylaws, and board policies.
The board calendar can be as simple or complex as the organization requires. It can be set up to indicate whether the full board or a committee is responsible for each task. It can include committee calendars, or each committee can have its own detailed calendar.
It starts with a simple document or template that shows the twelve months, usually in a table format.
Start by looking at the year month by month and choosing a month when each task needs to be completed. When obligations – like regulatory, compliance, and financial items - are plotted, it’s easier to establish when the board must meet. Management has a role to help inform the calendar – like making sure to include items that require board approval to move forward with their organizational plans.
Then distribute the tasks that don’t have hard and fast deadlines but still need to be accomplished. That will give you a better idea how many meetings will be required and when they’re best scheduled.
Ensure that everything has a time and a place and that tasks are spread out more or less evenly throughout the year – that’s better than trying to accomplish everything in the first two months. Leave some space for unexpected items.
From there you can assign specific dates. Count backwards from the board meeting dates to establish the best dates for committee meetings.
Here’s a brief summary of the steps involved.
Here are a handful of tips to make your annual board meeting calendar as effective as possible.
Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online membership with practical tools for board directors who choose a growth mindset.
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