The Board Agenda

Why do I need a board agenda for my meeting?

The board agenda outlines the list of things to be discussed. It ensures the board stays focused on issues they should be discussing and provides a structure for both preparation and the meeting itself. There is no specific legal framework for the format or content, but getting the agenda right is one of the most important steps to making sure your board adds value to your company.

The Chair has responsibility for setting the board agenda and allocating time within it.  Any director can request that items be put on the agenda for discussion provided they do so in good time before the meeting.

How should I structure my board agenda?

There’s no right answer, but there are plenty of wrong ones!  The key thing to bear in mind is that the board should be adding value when it is considering and deciding on matters of policy/strategy not duplicating the work of management on day-to-day operational matters.  The board agenda needs to support this way of thinking and ensure that board meetings are efficient.

Generally, we think about a board agenda as being structured under four headings:

• Standard administrative items

These are things that occur on every board agenda and generally relate to good governance and making the board run smoothly and efficiently.

A few examples: Apologies for absence, conflict of interest disclosures, confirming the previous minutes are accurate, status of actions arising from the previous minutes, time, date and location of next meeting.

• Items for decision

These are items where there is a proposed course of action which the board is being asked to consider and approve.  Each item should be supported by a board paper proposing what to do. The Board then reviews it and either agrees or disagrees with it.

A few examples: Appointing or removing directors, approving share transfers, approving large contracts (eg financing agreements, leasing contracts, purchasing plant, important hires), adopting policies, confirming strategy, adopting business plans and budgets.

• Items for discussion

These are items where the board’s input and advice is being sought but there is no immediate decision required.  Each item should be supported by a report that the board can read ahead of the meeting and then ask questions about.

A few examples: Report from the managing director on the performance of the business. Report from the finance director on the financial position and performance of the business. Regular review of the company’s KPIs.

• Any other business

This is usually for last minute items which are not on the formal agenda.  It is at the chair’s discretion as to whether these are allowed discussion time in the meeting.

A few examples: An oral update to the meeting on progress or a recent development. Often these don’t have a supporting paper or proposal.

I’m not sure where something goes?

There is sometimes a debate about whether an item should be for decision or discussion. As a rule of thumb big decisions shouldn’t be buried in general discussion items. They should come with a proposed course of action and rationale so that they get the right focus.

How much time do I allow for a board meeting?

Less than three hours is a good target.  Under two hours is just about possible if you are experienced in running meetings very smoothly and all of the supporting work is being done properly.  Under an hour and you probably aren’t doing justice to something important.

If that sounds a bit short, bear in mind that much of the thinking and analysis should be done outside the board meeting. The board is being asked to review proposed actions rather than come up with those proposals.  The meetings should therefore challenge management’s view. Then either agree with it or disagree with it.

What proportion of the time should we be spending in each area?

This varies depending on the number of decisions required.  A reasonable guide might be 25% on standard administrative items with the remainder of the time split equally between decision items and discussion items.

This all seems a bit formal – we’re only a small business?

Good challenge!  But actually it’s more important to get structure and discipline around your board in a small business. This is because the people running a small business are usually the same people who are on the board.  For the board to add value, it needs to work on the business rather than in the business.  Appropriate structure and formality helps you change hats and perspective.  Without it, your Board can completely miss the point and just become yet another management meeting. What a waste!

Where do I start?

Invite us to a board meeting!  We’ll attend your board meeting (no charge or obligation). Then discuss how you might make future board meetings work to your full advantage.  If you’re not running board meetings talk to us about setting them up correctly from the start!