Meeting effectiveness

Annual board calendar

A well-planned meeting schedule identifies the year’s key issues and helps directors to ensure that matters requiring their attention are addressed in a timely and logical manner.

A board calendar is unique to every organisation. It will vary according to the industry sector, the organisation's own process of governance, the size and governance maturity of the organisation and its stage of evolution.


Board meeting agenda

The purpose of a board meeting agenda is to improve the effectiveness of board meetings. It is the tool the chair uses to keep boardroom discussions focused.

Although each board will have an agenda that reflects specific topics of relevance to a company at that time, a number of general items will be included on most agendas.


Board minutes

Board minutes are used to record the decisions of the board. They are used to convey board decisions to the executives who will implement the decisions and serve as reference for the board if it wishes to revisit a decision.

They are not a transcript of every word that was said during the meeting or a record of individual directors’ contributions. However, they can be used as evidence in legal proceedings, and as such care must be taken with the preparation of the board minutes.


Board papers

Board members gain a great deal of information about the decisions they need to make through the papers they receive prior to a board meeting.

Papers cover a variety of functions, from providing general information to a call for action.


Boardrooms in the digital age

The ever increasing use of electronic devices such as smart phones, laptops and computer tablets (for example, Apple iPads, Windows Surface, etc.) has given rise to a number of issues and questions regarding the use of technology by directors in board meetings and more generally, that is outside the boardroom.

For example, directors reading emails or sending text messages during a board meeting is not only disrespectful to other meeting attendees, it is a dereliction of duty, since it distracting not only to the person involved, but also to others in the boardroom who are meant to be focused on the business of the company.


Directors' meetings

Directors’ meetings refer to board or board committee meetings where different viewpoints are considered before deciding on a course of action.

Directors must be able to establish that their decisions are made with care and diligence, in good faith and for a proper purpose.


General meetings of members

A meeting is a gathering that has a purpose. General meetings include any meetings of members (usually shareholders) such as annual general meetings (AGMs), meetings of different classes of members and creditors’ meetings.

General meetings are governed by Part 2G.2 – Part 2G.4 of the Corporations Act 2001, the company's constitution, case law and, in the case of meetings of listed companies, by the ASX Listing Rules.