The importance of a board consent agenda

2 min read
Aug 8, 2022 4:22:13 PM

The importance of a Board consent agenda – explained

What is a consent agenda?

A consent agenda consists of grouping routine business and reports into a single agenda item. Doing this allows one whole agenda to be approved as one, rather than having to approve different motions separately.

“Typically, the Board agenda and relevant Board papers are sent out five working days prior to the Board meeting, to give directors time to read, understand and ask clarification questions prior to the actual meeting,” says Steven Bowman, seasoned board advisor and managing director of Conscious Governance.

Why is a Board consent agenda important?

On the whole, consent agendas are a way for directors to save time during a meeting so that they can focus on other matters. These would pertain to more critical issues and other previously undiscussed matters.

“The Consent Agenda technique is a powerful tool that reduces the amount of time spent on reports that are “For Noting Only”. It is called a consent agenda as the Board formally “consents” to not spend time on items that are “For Noting Only”. This is sometimes called a Block Agenda (i.e. where a group of items are placed together and approved by the Board as a ’block’).  These “For Noting Only” Board agenda items will be voted to be accepted as group (or as a block item). Anecdotally, Chairs have noted that his can reduce the time of Board meetings by up to 30%, leaving more time for strategic discussions,” says Bowman.

What does a consent agenda include?

Three different report styles go into a consent agenda - those for decision making, for discussion and for noting only. The vast majority of them are for noting only or for information. For the most part, consent agendas are a collective of routine, self-explanatory, non-controversial matters of the board that need to be noted but are not necessarily discussed during meetings. 

These items may include (but are not limited to):

  • Routine policy revisions
  • CEO report
  • Financials
  • Standard contracts that are regularly used
  • The minutes of previous board meetings
  • Committee reports
  • Office reports
  • Final decision approval of proposals that have already been discussed in detail
  • “Information only” reports

Can you make changes to the consent agenda?

“Up to 48 hours before the meeting, Board Directors may request that the Chair take an item off the Consent Agenda item so that it can be discussed by the full Board,” says Bowman. “It is at the discretion of the Chair whether to allow the item to be moved onto the Agenda for discussion (or not). This technique separates out matters that the Chair and CEO believe are not worthy of any discussion, usually only reports on progress or information with no action required.”

If the Chair is not convinced by a Director’s request to have the item discussed, then the Chair can still recommend that all ‘consent agenda items are accepted as they appear in the Agenda,” Bowman adds. 

Conclusion

A consent agenda is a valuable tool for boards to save time. It allows directors to look through procedural reports that don't need further discussion to focus on the more critical aspects of a meeting. They usual contain routine, procedural information that needs no further discussion during meetings. 

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