Careful organisation of board meeting agendas is a critical part of achieving better board performance, according to the UK Institute of Chartered Secretaries and Administrators. There is a clear need for greater efficiency at UK board meetings, and better management of the agenda by the board chair and company secretary could lead to improvement.
The UK Needs More Efficient Board Meetings
The average number of scheduled board meetings is currently 7.7 per year, and that average is unchanged from 2015, as 62 per cent of companies hold between six and eight scheduled meetings per year.
The number of scheduled board meetings has been falling over the past decade but seems to have stabilised.
Yet the amount of work confronting UK boards continues to increase. Lack of efficiency at board meetings has led to poor process management at many companies, which hinders effective board meeting preparation and board meeting management. This results in indecisiveness and a lack of urgency on critical challenges facing the organisation, as Judith Mackenzie, a partner in the UK investment management firm Downing writes in a recent article.
Board Meeting Agendas and the Importance
Careful organisation of the board meeting agenda is a critical part of achieving better board performance, according to the UK Institute of Chartered Secretaries and Administrators.
It is up to the company secretary, working with the chairperson and the CEO, to prepare the first draft of the board meeting agenda, meeting with management and the chairman to agree on items to be discussed.
The company secretary should develop the board meeting agenda for the meeting drawing from items on the annual calendar and discussions with management. This draft is then discussed with the chairperson, who has the final say on what is on the agenda.
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The company secretary may have to manage negotiations between a CEO who wants certain items to be on the board agenda and a chairman who has decided that in the interests of time they can wait to the next board meeting. When drafting board merting agendas, the company secretary should attempt to find the right balance between strategic and operational/administrative matters.
A good company secretary will identify the six or seven things that the board needs to address each year and, using a board calendar, allocate time for discussion of these items across the scheduled meetings. Maintaining flexibility in the board meeting agenda will allow for the unexpected events requiring board attention that occur throughout the year. For example, one board meeting a year should focus on strategy, but time should be allocated to discuss any recent events or pressing ongoing concerns.
If boards choose to go on a board retreat for a meeting, the company secretary has the responsibility to develop the agenda for this, much longer meeting, which may include visiting operations, customers or suppliers. The company secretary should be involved in identifying locations and making arrangements for the board retreat, ensuring that the opportunity to discuss a great deal of business is not neglected.
The order of business on the agenda should deal with procedural, compliance and operational issues first, allowing the rest of the time to be spent on strategic issues. During the meeting, the company secretary should assist the chairman in minimising the time spent on the first category of issues by jotting down on the chairman’s agenda indicative timings for each of the items. This allows the chairman to avoid stifling debate while, at the same time, seeing whether all issues will be dealt with, or whether some will have to be dropped and dealt with at a future meeting. The company secretary should keep an eye on the ‘matters arising’ list. If it is getting too long, it may mean that the board is not operating effectively or management is not implementing the board decisions. The company secretary should draw the attention of both the chairperson and the CEO to the length of the list and diplomatically help discover the reason it is getting short shrift.
Diligent Boards Supports the Board Meeting Agenda Process
Given the complexity attendant on the board meeting agenda process, organisational support can make a great difference in achieving success.
Diligent’s board portal provides solid support for this process, enabling the efficient operation of every aspect of agenda setting. With Diligent’s company secretary software, company secretaries can build board books quickly and the drag-and-drop book building gives you the ability to duplicate forms in a faster and more effective way than traditional board management software.
The pre-planning process, involving reviews with the chairman and the CEO, can be greatly facilitated by the real-time secure communication provided by the Diligent Boards environment.
Then the board meeting agenda template included in the board management software provides a framework for agenda organisation.
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Formal Meeting Agenda Template
The basic board meeting agenda template will include:
The heading of the board meeting agenda should state the name and address of the organisation. It should also include the date, time and location of the meeting.
CALL TO ORDER
The first order of business is for the chair to announce the call to order, along with the time.
CHANGES TO THE BOARD MEETING AGENDA
The second order of business is for the chair to ask for changes to the agenda. Additions and deletions to the agenda will be made at this time. If there are no changes, the agenda moves to approving the prior meeting’s minutes.
APPROVAL OF MINUTES
The third item on the agenda should list “Approval of Minutes” along with the date of the most recent meeting. In most cases, board members should have received a copy of the minutes prior to the meeting. If they have not contacted the secretary prior to the meeting with corrections or changes to the minutes, they have the opportunity to make them during this item on the agenda.
The fourth item on the agenda is the reports. This first report should be from the Executive Director. This report should include a review of operations and projects. The Executive Director should give board members an overview of the business outlook, including positive and negative trends, major initiatives, business updates and other aspects of the business.
Following the Executive Director report, the Finance Director should give a report. Board members should make an effort to understand the financial reports so that they can identify potential financial threats. Understanding financial reports may also generate discussion about potential opportunities.
Subsequent reports may be given by committee chairs.
Items should include past business items that are unresolved, need further discussion, or require a board vote. Items may be tabled or referred to committee for further exploration.
Board members should have a discussion about new business items and identify an action plan. This may include tabling them, delaying action to a future date, or referring them to a committee.
COMMENTS, ANNOUNCEMENTS AND OTHER BUSINESS
At this point in the agenda, members may make announcements, such as offering congratulations or condolences, or other special announcements. Any other business may be brought up at this time, for example, items that may need to be added to the next meeting’s agenda.
This is a formal closing of the meeting by the board chair.
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