What Should Your Board Agenda Look Like?

Written by on May 18, 2015 in Board Effectiveness with 1 Comment

Upland Consulting - What Should Your Board Agenda Look Like. Black & white photo, giraffe sculpture looking in window.Is Your Board Agenda a Productivity Tool, or a Mere Convention?

The average board in Australia meets for less than 60 hours a year.  And yet the quality of the board’s work can have more influence for good or ill than any other single factor in a company or organisation.  The board agenda is the main time management tool — when did your board last critique its agenda?  How do the directors know they are spending that precious time to best effect?  Is the agenda working as a tool, or just a formality?

The board agenda is a plan.  It’s the plan for how the board will collectively spend its time and mental effort while in formal session.  And as they say, “failing to plan is planning to fail”.

So what should the board agenda look like?  In rough 80-20 terms, a good board should spend 20% of its time on compliance and cross-checking, 80% as a think tank.  That’s one dimension of dividing up the available time.  Another suggestion comes from the Australian Institute of Company Directors, and it’s a good one: distinguish between what a board needs to know, and what it needs to do.  One method is to annotate each board agenda item as:

  • For noting
  • For information
  • For discussion
  • For approval; or
  • For decision.

If there is also a suggested time allocation on each item, the board now has a guide on where to invest most time.  Matters of very high future impact, like strategic challenges or CEO performance management, deserve a bigger investment than watching the rear-view mirror.

Let’s be clear: the agenda cannot be imposed on the board.  It’s a suggestion from the chair, arising out of the circumstances and the business at hand.  A good board will briefly review its agenda near the start of the meeting, to ensure that all directors are satisfied that the most important matters are covered, and given sufficient time.  The board must own its agenda and work with it as the means of allocating precious time.

There are, of course, some formal matters that good practice calls us to cover each meeting, such as:

  • Opening, quorum and attendance
  • Declaration of conflicts of interest (actual, perceived and potential), and how to deal with them
  • Minutes of the previous meeting
  • Matters arising
  • Close of meeting, date, time and venue  of next meeting.

A quick, but formal review of the agenda itself should be an early and routine part of the standing agenda.

Beyond these important formalities, in the high-impact zone, a good board spends quality time looking to the future.  It might be budgeting, talent management, strategic objectives, new risks on the horizon, or an opportunity for investment or divestment; but a board and its agenda should consciously look forward a lot of the time.  That view includes its own development and its own future needs.

So: is your board agenda helping, or is it just a convention?

More Upland Resources

Here are some specifics on how to be a good director: What Makes a Good Director?

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