Who Decides the Board Meeting Agenda?
It is usually the chairperson’s or lead director’s responsibility, working closely with the board secretary to come up with the board meeting agenda. Ideally, the board calendar and certain agenda topics are set months in advance. Make sure you reference your annual board work-plan to ensure you have covered the essential agenda items first.
Set Clear Ground Rules for Board Meeting Topics
First, set the ground rules for what topics will make the cut for your next board meeting. To run meetings that are effective and respect your board’s valuable time, every topic presented before the board must have a clear purpose.
You can ensure you’re selecting valuable topics by determining if it answers one of the four following questions:
- Is the topic strategic and timely for discussion?
- Will the board have valuable input on the topic? Or would it be better handled by a committee?
- Is the topic part of the board’s oversight duties?
- Is the topic important for the board to execute its fiduciary duty?
Besides these considerations, an effective agenda always includes items provided by the chief executive for:
- Managing routine business conducted in board meetings
- Tackling special projects (such as a post-merger integration)
The company secretary or board administrator should keep track of several items and add them to the right board meeting. These include:
- Regularly scheduled reviews and readouts that deserve board visibility
- Compliance requirements related to reports that are a part of the board’s responsibility
- Periodic board agenda topics such as annual board assessments, executive compensation reviews, and CEO evaluations that are scheduled in the board annual work plan.
Review Previous Board Meeting Minutes
If your board is like most, there are usually more items on the meeting agenda than the time required to fully discuss or consider. Take a look at the previous meeting’s minutes to identify any issues or challenges that remain undiscussed or unresolved from the previous meeting.
- Unresolved discussions that were on the board agenda in previous board meetings
- Issues or topics that surfaced in the last board meeting, especially the ones that got a mention in the board minutes, but are yet to be discussed
Closing the loop on these old business items before addressing new business helps ensure that challenges, decisions, or questions don’t continue to linger meeting after meeting.
Revisit Strategic Plans for the Organisation
The board plays a pivotal role in governing an organisation by establishing broad business strategies and objectives. Before the board meeting takes place, make sure to review any operational or strategic plans for upcoming events, activities, or milestones that will need to be addressed by the board.
By reviewing the roadmap created for your organisation, you’ll likely find topics or upcoming issues that need airtime with your board.
Consider the following:
- Agenda topics that highlight organisation’s strategic plan elements that are seeing extraordinary success, and could use additional investments
- Strategic plan elements that are not seeing significant progress and need to be updated, altered, or re-evaluated
Pay Attention to the News and Macro-level Changes
What’s coming around the corner that your board may soon need to address? Are there bigger trends that will soon begin impacting your company or organisation? Topics like these may warrant board visibility or a board-level discussion. These can be found through news cycles current news, economic news, and industry/sector news.
- Board agendas should include any relevant exogenous topics from news cycles that can have a favourable or impeding effect on the organisation’s strategic plan
While the future is often impossible to predict, paying attention to exogenous factors that could impact your board is often the most significant omission. By bringing these topics to light in your next board meeting or even at the board dinner, helps surface any subliminal concerns, that can better prepare your organisation for the future.
Creating a reading room for your board – a collection of articles, research, or other media on a particular trend or topic – can also help your board be more prepared.
Finally, if there’s a topic or trend that is almost certain to impact your organisation, but your board had little to no experience with the subject matter, consider bringing in an expert speaker knowledgeable on the topic. One upside to the recent trend towards all virtual meetings and remote board work is that experts from anywhere in the country (or even the world) can now join board meetings.
Don’t Forget Seasonal or Calendar-based Events
Every organisation and board has its own seasonality. From planning next year’s budget and the annual strategic plan in the fourth quarter to season requirements such as graduation or fall enrolment for higher education boards to approving benefits changes before the next company open enrolment period, there’s a specific season for most organisation-wide goals – plan your board meeting accordingly.
Board agendas should include:
- Seasonal topics such as budget approvals, strategic planning, compensation reviews, and performance assessments.
- Reports from standing committees including the Audit, Governance, and Finance committees.
Check KPIs, OKRs, and Other Objectives
What can be measured can be managed and your organisation’s most valuable KPIs, OKRs, or other measurable objectives should be front and centre at any board meeting.
While not every KPI warrants a boardroom-level discussion, before any board meeting, it’s important to evaluate all headline indicators to ensure these organisational bellwethers are on track.
- Your board agenda should incorporate any KPIs showing irregular variances and can be helped by the board to weigh in.
Consider Upcoming Organisational Changes
Lastly, be sure to be aware of any upcoming changes to the organisation that require the board’s consideration and approval. Examples include things such as significant deviation from the organisation’s planned budget, changes to executive compensation, upcoming reductions in force, or other changes that will have a high impact on the organisation as a whole.
Think about the following:
- Any key personnel changes including executive promotions, executive departures, RIFs, etc.
- Discussions regarding significant acquisitions, divestments plans, reorganisation plans, and merger possibilities.
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