What you had to say

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 appropriate attention.
  • 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 future-oriented, strategic decisions when energy and concentration is high.”

A sample board agenda

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Disclaimer

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 starting point for undertaking a board-related activity. It is not designed to replace legal advice or a detailed review of the subject matter. The material in this document does not constitute legal, accounting or other professional advice. While reasonable care has been taken in its preparation, the Australian Institute of Company Directors does not make any express or implied representations or warranties as to the completeness, currency, reliability or accuracy of the material in this document. This document should not be used or relied upon as a substitute for professional advice or as a basis for formulating business decisions. To the extent permitted by law, the Australian Institute of Company Directors excludes all liability for any loss or damage arising out of the use of the material in this document. Any links to third-party websites are provided for convenience only and do not represent endorsement, sponsorship or approval of those third parties, or any products and/or services offered by third parties, or any comment on the accuracy or currency of the information included in third party websites. The opinions of those quoted do not necessarily represent the view of the Australian Institute of Company Directors.