Agendas are a critical part of the decision-making process. One of the risks associated with building agendas is the unnecessary inclusion of items which do not actually require board attention and potentially consume time better spent on other things. Boards should review delegations of authority and charters to ensure that only items which actually require board attention are included. Boards should be focussed on the following core matters:

• Approval of minutes of previous meetings
• Review of matters arising (actions)
• Review of committee activities, minutes and recommendations (as well as the formal approval of any recommendations) [Note that committees are supposed to do a lot of the ‘heavy lifting’ for the board, so no need to relitigate the same things at meetings of the board]
• CEO’s report (which should be high level but comprehensive and address progress on execution of strategy and call out any issues of concern)
• Review of financial and operational performance (headline issues with a focus on any material unfavourable variations to budget/s, etc.; note that exception and dashboard reporting can be extremely helpful – the board should have a discussion about what it wishes to see in papers)
• Reforecasting (things invariably change after budgets are approved)
• Update on any major transformation programmes
• Approval of any significant transactions
• Deep-dive topic (which could also count as a director training session)
• Compliance with relevant laws, rules, regulations, etc. and internal policies (headline issues with a focus on any material changes and/or breaches – noting that a company which operates within a highly regulated industry is likely to spend additional time on compliance-related matters – ideally, with a standing committee, such as an “ARCC”, doing much of the heavy lifting)
• Cybersecurity (and other important contemporary issues, but not as isolated topics)
• Governance matters
• Review of meeting papers, discussion and management’s performance (reflections)
• Private session (if required)

The front part of the agenda should include the following items:

1. Welcome and any apologies
2. Declarations of any changes to the register of material person interests (aka standing notice), plus any conflicts of interest that may pertain to the matters to be discussed
3. Any late changes to the agenda (for example, as a consequence of a presenter being unavoidably delayed)

Agenda items are typically drawn from a wide range of sources, including the annual workplan, matters arising from previous minutes (aka actions register) and any specific requests received from directors and/or management.Reference to a previous agenda (at the same time of year) can be helpful, although not strictly necessary (if everything else is working as it should).

Themes in an annual board calendar could include:

• Planning: Including board and committee meeting calendar and workplan, economic outlook, strategy, budgeting and business plan.
• Financial: Including annual budget (with periodic reforecasts), half-yearly / quarterly / monthly financial reports, audited financial statements and annual financial report (+ AGM).
• Operations: Including reviews of operations (with different divisions highlighted each meeting cycle, which assists non-executives in getting to know and understanding the business).Site visits are important (including health and safety inspections).
• Technology: Including infrastructure, transformation and cybersecurity.
• Risk management: Including risk register, risk appetite statement and enterprise risk management.Note that APRA-regulated entities have very detailed obligations in this area.
• Regulatory compliance: Including compliance with relevant laws, rules & regulations, voluntary codes of practice and internal policies, and breach reporting.
• Governance: Including (major) regulator matters, board-approved policies, board and committee charters, board and committee annual self-assessments and independent governance reviews, board skills matrix, director training, board succession plans and director recruitment.
• Capital and fundraising: Including the current and prospective capital requirements*, market communications and analyst briefings / investor roadshows.
• Customers: Including lunches with major customers.
• Human resources: Including metrics and narrative on work, health and safety, culture, workforce, CEO performance evaluation and remuneration, awards under LTIs and STIs (for executives), issues under ESPs and ESOPs (for general staff), and succession plans (for CEO and direct reports).

* short-term and long-term

Note that the industry in which the company operates has a major bearing on agenda items – e.g. agendas for companies in the financial services industry tend to be very busy.

A board / committee meeting agenda is a roadmap for directors which outlines the items to be considered and in what order they will be discussed.It also includes the meeting's date, time, location (whether in-person, virtual or both), and the names and positions of those attending.

Committee agendas should reflect their individual charters, current workplans and prevailing issues / requests. Committees are established to assist the board by considering and making recommendations about particular matters and overseeing performance and compliance at a more granular level.All directors should not attend all committee meetings.

Allocate time for each agenda item (and stick to it!).The chair should ensure that the meeting runs smoothly and deals with all agenda items, encouraging contributions from every director (especially those who tend to be passive or reserved).

“Agenda creep”, where the agenda grows as new items are added but nothing comes off, is an issue for many boards.Boards should also be conscious of the amount of time spent looking back versus looking forward (strategy), with an emphasis on the latter.

Agendas are typically discussed and agreed between the secretary, relevant chair (board and committee), CEO and/or another responsible executive (in the case of committees).This can be a very time-consuming process and require many iterations, so start early!

The agenda-setting process can vary greatly depending on the organisation and the ways that things have been done in the past (for better or worse).Change can be difficult!

Papers should be clear and concise to ensure that the key issues are appropriately identified and addressed.More about this in a future blog.

Finally, it should be noted that agenda-building (and related) software is available to improve, streamline and automate manual processes.

NEED HELP?If you require assistance with creating an industry or sector-specific agenda for your organisation, or would like assistance to improve your current agenda(s), please contact us.We can also assist you in choosing and implementing an appropriate software solution – something appropriate for your organisation.

Additional Reading

https://www.investopedia.com/terms/b/balancedscorecard.asp