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.
A good agenda alerts directors about issues that will
be discussed at the meeting. It can help executives prepare
to discuss issues with the board and to develop related
board papers. An agenda helps the chair ensure that
all issues are dealt with in an appropriate order
and depth during the meeting.
“ An agenda helps the chair ensure that
all issues are dealt with in an appropriate
order and depth during the meeting.”
The agenda is usually prepared by the chair with
assistance from either the CEO, the board secretary
or both. Sometimes the chair will draft the agenda
and the others will review it, sometimes it is done
in a meeting with all contributing and sometimes
it will be drafted by an executive with the chair
providing comment or revising the draft.
Most chairs will invite the other directors to contribute
ideas for the agenda. This may happen annually, before
each meeting or both. The chair, however, has the final
say on what appears on the agenda.
Points to consider
- The following should always be recorded
- Who was invited to the meeting
- Any person who will not be present for an item on the
agenda (important for managing conflicts of interest)
- The meeting start time, location and expected end time
- Some companies identify each meeting with a unique
number. If the board adopts this practice the agenda
should include this number. If a numbering system is not
used, the date will suffice.
- A good agenda will list all the items of business and
also specify the expected outcome of the discussion: a
decision, a discussion, formal acknowledgement that an
item has been before the board (usually referred to as
noting) or an information session.
- It is helpful to note any decision-making requirements,
some decisions cannot be deferred and therefore
directors should come prepared to act.
- The most important items on the agenda should be
given priority. For example, the following sample agenda
focuses on decision making early in the meeting under
‘Matters for Decision’.
Good design allows sufficient time for directors to focus on future-oriented,
strategic decisions when energy and concentration is high. At the same time it
ensures important, but typically more routine matters such as compliance and
fiduciary responsibilities, are discharged in an appropriate manner.
- Allocating a certain time for each item helps to ensure that each issue receives
- The inclusion of an in-camera session in the agenda allows the non-executive
directors to raise or explore any issues of concern or clarification prior
to the meeting without the presence of management.
- Many boards have an annual agenda (set out in the board calendar).
This can balance the workload by spreading major topics as evenly
as possible across the year and also helps the chair to design the agenda
for an individual meeting.
- In the sample agenda that follows, the agenda has been divided into
six stages. These stages are the boundaries to show how the agenda
can be used to manage time and focus the discussion.
- To improve the efficiency of board meetings, a starring system can be used to
separate non-controversial agenda items in ‘Other Matters for Discussion’ and
‘Matters for Noting’. Starred items are those items that require discussion.
These items are designated with an asterisk (*) in the agenda. Any director
can request a paper for decision or paper for noting to be starred. Un-starred
items are approved in accordance with the relevant draft resolution, without
discussion. The starred items on the agenda are discussed individually
at the appropriate point in the agenda. All un-starred items in the agenda will
then be taken to be approved or noted in accordance with the draft resolution,
which appears in the relevant board paper.
“ Good design allows
sufficient time for
directors to focus on
when energy and
concentration is high.”
A sample board agenda
This document is part of a Director Tools series prepared by the Australian Institute of Company Directors. This series has been designed to provide general background information and as a
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