Archive for February, 2012

She who controls the agenda – Part 1

Yep, it’s that time again.  You have to get the board agenda set.  Have to work out what the heck we need to do this time.  Have to corral the chairman, the CEO, other interested parties and get them all to agree.  If you can get their attention, that is.

It’s an important document, the agenda, although its value is not widely understood.  The fruits of a good agenda are that:

  • You will ensure that you have covered all the necessary issues – nothing important or essential will have been missed
  • The board will be given the best shot at completing the most important pieces of business
  • Everyone should be able to contribute towards the meeting’s objectives
  • Everyone will have a much better chance of feeling , at the end, like “That was a productive meeting”.

And from a purely personal perspective viewpoint, she (or he) who controls the agenda has a pretty good chance of controlling the meeting.

How do you get everything necessary onto the agenda?

What if about three-quarters of the agenda was already set and agreed on?  Yeah, I’ll take some of that.

You can generally bank on 4 categories of agenda item.

  1. There are standing agenda items which occur at every meeting, mostly formal ones and regular reports.  You can collect a list of these by looking over the last 4 or 5 agendas.
  2. There are other things which the board is required to do, which recur on an annual basis, and which need to be dealt with at pretty much the same time each year.  It’s not hard to list all these and add them into the board’s annual calendar.
  3. Some matters may need to be addressed at regular intervals during the year, but do not require review at every meeting.
  4. Then there are the bespoke matters which arise out of the ongoing operation of the company, and will depend on what is hot at the time.

Sort out the first three categories, get the board to agree on them as a rolling program, and the majority of the agenda will be pre-written.

1.         Standing agenda items

Most of these will be familiar – apologies, approval of minutes, declarations of interest, committee reports.  Add the CEO’s report, financial report and any necessary business unit reports, and the list should be just about complete.

2.         The annual program

The most likely candidates for annually recurring items include these:

  • Setting or approving next year’s strategic directions and goals – usually early enough in the annual cycle so that when the next financial year is about to start, the strategy will already have been agreed.  If you have a 1 July start to the FY, then the company will have a head start if the strategy is approved by March, because there will be a significant amount of operational planning which will need to fall out of the strategy.
  • Setting or approving next year’s operational plan and budget.  Again, on the basis of a 1 July start, it is helpful for management to kick off the year with a concrete set of financial goals, so having these items approved by end of May is advisable
  • Approving the annual financial statements – this is always driven by regulatory requirements which provide that the annual financials be approved and lodged with ASIC within a specified period (e.g. 4 months from the end of the FY for public companies)
  • Completing CEO and executive staff performance assessments, and salary reviews – the finalisation of performance reviews will generally depend on the availability of the company’s annual results.  The overall salary review budget for the whole of the workforce generally needs to be set in conjunction with the FY budget.
  • Holding a board meeting held in an interstate or regional location. or a facility outside head office
  • Making time for the board to have a blue sky thinking session beyond the next year.

3.         Semi-annual agenda items

There are other topics which the board may wish to review at more regular intervals, but not at every meeting.  These can include:

  • Compliance and risk management
  • Progress report on execution of the strategic plan
  • Developments in the external environment
  • Customer or client complaints

Knowing when each of these matters is up for consideration helps management to make the necessary enquiries and prepare the appropriate reports

4.         Bespoke items

There will inevitably be one-off items which need inclusion in the agenda.  Major business transactions requiring the board’s approval are a common example.

There is one other way to make sure that all the necessary items are covered in the agenda – ASK.  On the board which I currently chair, I circulate the main elements of the agenda about 10 days before the scheduled meeting to the board and senior management, and ask for comments and suggested additions.

I don’t commit to including everything suggested into the agenda, but at least everyone has the opportunity of input.

A collateral benefit of consulting ahead of the meeting is that it helps minimise that potential destroyer of a well-constructed agenda: “other business”.  You have a good chance of flushing out possible red herrings before the meeting, rather than have to spend time during the meeting working out whether they should be dealt with or not.

With a bit of one-time organisation, and the board’s concurrence, life can be a whole lot less stressful come agenda time.



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