How To Write A Board Meeting Agenda


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Who Sets the Agenda For a Board Meeting

The responsibility for setting the board meeting agenda of a board meeting should be taken by the chairman with the help of the company secretary. What goes on the board meeting agenda is likely to be what the board accomplishes, so its performance and effectiveness depend on good agenda creation. Diligent Governance Cloud supports this process with Board Meeting Minutes Software.

What is a Board Meeting Agenda?

A board meeting agenda serves as an effective roadmap for the board chair. The board agenda aids the movement of one meeting item to the next. A board chair that uses the board meeting agenda efficiently increases productivity by continuing momentum in the meeting and not dwelling too long on issues that are better addressed in committees.

Who Should Create the Meeting Agenda?

Board meeting agendas should be created by the board chairman. The company secretary should assist, but the chairman must decide on the subjects to be covered in the board meeting agenda.

This is not a menial or unimportant task. “By determining the board meeting agenda, how the discussion question is framed, who gets to speak first, I can make a huge difference to the outcome. I have to use this power wisely for the benefit of the board,” a chair said in a survey on board effectiveness conducted by France’s INSEAD business school.

“Enabling board members to work effectively as a group is the second function of the chair. To properly facilitate discussions at the board meetings, the chair must plan and prepare pre-meeting, in-meeting and post-meeting work.

Effective chairs make sure the board’s agenda contains strategic, ripe-for-discussion items no other body in the company can handle. They set the format for board materials, ensure their timely delivery to directors and make sure every board member comes prepared,” the survey concluded.

Yet, in the UK, as Spencer Stuart’s board survey shows, there is an overall lack of effective meetings that lead to good performance.

What is the Structure of an Effective Board Meeting Agenda?

Creating an effective board meeting agenda starts with a review of the agenda and the minutes of the previous meetings. The company secretary and the chairman should go over these together and note any issues that arose which still need to be resolved. They may also discuss dynamics: Was communication good at the last meeting? Did the board make decisions efficiently and with the necessary information at hand?

Most board meetings don’t get everything slated on the agenda done – discussions run longer than expected, sometimes debates cannot lead to a vote, etc. In this case, the unresolved issues should be tabled and placed on the agenda for the next board meeting.

The prior board meeting’s agenda serves as a board meeting template for the next meeting. The company secretary should also ask board members for items or issues to be included. This reminds board members to prepare reports or other documents that need to be brought before the board.

An effective agenda should include items for managing the routine business and for tackling special projects. The company secretary should keep track of regularly scheduled reviews, compliance requirements, executive compensation reviews, board member evaluations, etc.

How Should You Write an Agenda?

At the top of the board meeting agenda should be a formal heading. The heading of the agenda should state the name and address of the organisation. It should also include the date, time and location of the meeting.

Typically, a board meeting agenda is structured with a heading that identifies each section. Below the heading, an outline-type structure is generally used:

  1. Approving the minutes of the previous meeting
  2. Discussion of internal controls for risk management
  3. Discussion of the appointment of a new non-executive board member

And so on.

The board meeting begins with the chairman’s call to order, and the noting of the time. The company secretary enters the time of the call to order in the minutes. After the meeting is called to order, the board chair may make welcoming remarks, ask for introductions, or read the organisation’s mission and vision statements.

The company secretary will have finalised the agenda, had it approved by all board members – it should be sent out to all members in enough time for them to review it and request additions, deletions or changes.

After the chairman calls the meeting to order, the finalised agenda can then be used by the chairman to keep the meeting on track, or the agenda can be modified, even in the middle of a meeting, if board members have pressing issues they wish to discuss.

A request for changes to the agenda, made at the start of the meeting, should be made formally by the chair after the meeting is called to order.

The second order of business is for the chair to ask for changes to the agenda. Additions and deletions to the board meeting agenda will be made at this time. Having no changes, the agenda moves to approving the prior meeting’s minutes, and the meeting continues from there.

A high-quality board portal provides solid support for the entire board agenda-creation process. It includes applications that automate many of the functions, and also provides templates for board meeting agendas as well as an application for taking meeting minutes.

Board Meeting Agendas and Meeting Minutes Software

Diligent Governance Cloud offers the most powerful and robust Board Management Software available.

The Governance Cloud, the only integrated enterprise governance management solution that enables organisations to achieve best-in-class governance, is an ecosystem of board software tools that digitises the various activities and tasks for the board of directors. As organisations grow more complex and regulations more stringent, the scope of governance responsibilities evolves for the board of directors. The Governance Cloud allows boards of directors to meet the demands in the boardroom and beyond with the ability to select the products they need that help them perform their best and work within their allotted budgets.

Governance leaders, executives and board directors rely on the industry-leading Diligent platform for the most secure and intuitive solution to board management software. Diligent Boards™ is board portal software that electronically stores a board’s agendas, documents, annotations and discussions within a secure board portal.

Company secretaries and board chairs can use the board portal to put together the board meeting documents in minutes. Board Administrators of the board portal can designate permissions for users to access various areas of the board portal to avoid unnecessary problems with confidentiality. Administrators are able to create board meeting minutes from scratch or start from an existing book book and have lists of attendees, dates and meeting topics added automatically to the meeting minutes template. Learn more about Diligent’s Minutes Software.


Learn more about Diligent Boards board portal and discover how Diligent’s modern governance solution can empower today’s board members and company secretaries to achieve key outcomes. Request a demo today

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