If you’re like most directors, the first thing you do when preparing for a board meeting is check out the agenda. You want to get a feel for what to expect from the upcoming meeting.
Sometimes the agenda makes a lot of sense. The focus of the meeting is clear. The list of items for discussion is reasonable. There are some interesting, meaty topics to dig into. You find yourself looking forward to the meeting.
But let’s face it, sometimes the agenda is a dog’s breakfast. Multiple items have been crammed in, in no particular order. You know there’s no way the board will be able to get through all of it in one sitting. And the most important item appears at the end of the packed agenda. You can see what’s coming, and you dread it.
What separates a great agenda from a dog’s breakfast? The answer is planning, focus and collaboration. Good agendas don’t just happen. They require conscious effort. But the result is well worth it, because an effective agenda can turn out to be an important tool for the board.
“A great agenda isn’t a template from the internet or governance book – those are readily available with two clicks. A great agenda must connect to organizational DNA – making sense to the people who govern, manage and create the life and pulse of the organization. It must speak to the core issues that define the organization’s future.” – Brian Hayward, The Great Chair
Let’s be clear about this - the agenda for the board meeting belongs to the board. That’s why the first item at any board meeting is to approve the agenda. Until that approval takes place, consider the agenda that is in the board package to be only a draft. Directors have an opportunity to make additions, deletions or changes to the draft agenda at the meeting, subject, of course, to board agreement.
The board chair is responsible for creating the draft. Now, as a practical matter, they will usually work with the CEO, Executive Director, or Corporate Secretary to develop the agenda. That’s because management has a handle on which items need board approval, when they will be ready for discussion, and how long that might take. So, it makes sense that creating the agenda is a collaborative effort.
Nevertheless, the board chair has the final say about what will be distributed to the board. I was reminded of this recently when a board chair told me about a conversation with the CEO. When the board chair mentioned a topic to be included in the agenda for an upcoming meeting, the CEO responded, “I don’t know if we’ll have time.” The board chair’s response couldn’t be clearer: “We’ll make time, and it will be the first item on the agenda.”
All of the above is as true for committee chairs and committee meetings as it is for the full board. The committee chair usually works with a member of the management team and together they create the draft agenda. The committee chair gives the go-ahead for sending it out ahead of the meeting.
When it comes to this collaboration between the board or committee chair on one hand, and management on the other hand, I’ve observed a lot of variation in terms of the balance of who does what.
Whatever works is fine by me. As long as it’s clear that the board or committee chair has control.
“By determining the board meeting agenda, how the discussion question is framed, who gets to speak ﬁrst, I can make a huge difference to the outcome. I have to use this power wisely for the beneﬁt of the board.” - Quote from a board chair in an INSEAD survey on board effectiveness
The contents of a board meeting agenda are driven by the board’s annual calendar and the strategic plan, plus whatever was on the previous agenda.
The annual calendar tells the board what has to be dealt with on a timely basis in order to meet certain financial and regulatory requirements. For the full board, these items will often be brought forward by various committees – the Audit Committee will recommend approval of the financial statements, the HR Committee will recommend the CEO’s compensation, the Governance Committee will recommend new director candidates, etc.
The strategic plan dictates the performance measures and key performance indicators that the board will pay attention to, as well as the topics that will consume a lot of the board’s time.
The previous agenda is typically used as a template for the next one, and the minutes of the previous meeting provide a clue as to items that need to be carried forward. Having said that, slavishly following the format of previous meetings can be a bad habit. Each meeting has its own flow and its own tempo, which may require changes – subtle or dramatic – to the usual format.
Aside from those drivers, let’s consider what the agenda might consist of. Here are a few recommendations gathered from various sources. (See the Resources section below for links.)
I’ve heard a board of directors compared to an orchestra, with the board chair playing the part of conductor. In that case, what’s the agenda? According to Brian Hayward, author of The Great Chair, the agenda is the sheet music. Just like sheet music, a lot of thought and creativity go into the development of a board agenda.
“The sheet music for a board meeting is the agenda. It is the “backbone”: how people spend their time in the meeting. It is the order of the songs, who plays each song, and for how long.” – Brian Hayward, The Great Chair
The process starts with deciding what the board needs to accomplish during the meeting. What is the board’s intention? What are the goals and objectives they hope to achieve by the meeting’s end?
The board chair might reach out to directors and management to ask if they have any additions or suggestions to ensure that important topics will be covered off. If this doesn’t happen, you might plan on suggesting an addition to the agenda at the beginning of the meeting. In that case, as a matter of courtesy, it’s a good idea to advise the board chair in advance of any material changes. Your idea may be sound, but it could knock the whole carefully planned meeting off the rails. So, give them a chance to make adjustments beforehand.
The board chair also needs to carefully think through the strategic flow of the meeting. For each agenda item, they need to think about who will speak, how long they’ll take, and approximately how much time the board will have to address it.
Traditionally, boards have followed an order of business established by Robert’s Rules of Order. You would see approval of the agenda and minutes, followed by reports, then old business, then new business, and so on. On a fairly regular basis, reports and old business would use more time than expected, and important discussions and decision items would get squeezed into the last half-hour of the meeting.
In response, many boards have altered the order of business to place the highest priority items and strategic issues at the beginning of the meeting, with reports coming toward the end. In his article entitled ‘The Best Board Meeting I Ever Attended,’ Les Wallace described just such a meeting:
“The most important business and strategic issues were first on the formal agenda and the rest in descending order—no more “old business” “new business” stuff. Yes, it appears a bit radical and divergent from ‘Robert’s Rules.’ However, those ‘rules’ are ancient history to today’s high performance board of directors”.
To reserve even more time for dealing with important issues, many boards are now using a consent agenda - a bundle of items that is voted on, without discussion, as a package. It differentiates between routine matters not needing explanation and more complex issues needing examination. The consent agenda is approved in one action, rather than dealing with motions on each item separately. It’s said that using a consent agenda can save boards anywhere from a few minutes to a half hour, leaving more time for discussing important issues.
A consent agenda should consist of non-controversial or routine items, as well as previously discussed items where there is group consensus. These can include meeting minutes, reports, appointments, routine correspondence, etc.
The assumption behind a consent agenda is that each board member has read the material ahead of time. If they disagree with a consent agenda item or want it moved to the regular agenda, they request that the item be pulled from the consent agenda, which can then be approved minus the pulled item.
Whether or not the consent agenda actually saves as much time as it’s supposed to is up for debate. I’ve seen boards so reluctant to consign items to the consent agenda that it ends up including nothing but the agenda and minutes, which saves very little time. It’s really up to each board to make it work.
In summary, a well thought out agenda is one of the most cost-effective, useful planning tools available to a board. It enables the board to focus on strategy instead of trivia, on future actions instead of history. It can lead to higher levels of director engagement instead of frustration. And it can result in getting things done instead of putting things off.
Unless you are the board or committee chair, as a director you are a “consumer” of the agenda. Let’s remember, the agenda belongs to the board, so if you’re not happy with your board’s agendas, consider the part you play as an owner.
Now that you know everything that has gone into constructing it, don’t take the agenda for granted. Give some thought to the board or committee chair who developed it and think about everything they took into consideration in designing it.
Our PREP Guide provides some questions to ask yourself in thinking about the agenda as part of your meeting preparation:
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Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.
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