Board Agenda Best Practices

Nicholas J Price
6 min read
Setting a board agenda has become so routine, few corporate secretaries think about how they can streamline the agenda and still cover all necessary issues. Agendas should still set clear expectations and priorities for board meetings. Board chairs, corporate secretaries and CEOs still expect board members to prepare in advance of meetings.

Developing an agenda should be more than a rote exercise with a few additions or modifications from the prior meeting. What many corporate secretaries are overlooking is the small changes they can make to address customary and routine agenda issues that free up time for more important matters like strategic planning.

Board agenda software systems manage and automate many of the repetitive duties and traditional protocols that tend to gobble up precious meeting minutes. Using electronic solutions ensures that boards will have the necessary time to give the most important agenda items the bulk of their time and attention.

Make the Transition to Giving Strategic Planning the Highest Priority

Strategic planning has always been a top priority for boards. Increased pressures related to compliance and transparency can take up a lot of time during board meetings, leaving precious little time for strategic planning. Directors need to spend time on discussing quarterly reports, audit reviews, regulatory matters, compliance and budgetary issues, but it's not necessary for them to tend to all of these matters during every board meeting.

If you had a tool that made your job faster and easier, would you use it? Or would you continue doing things the way that you've always done them?

That's exactly the type of thinking that boards need to break the mold of spending the majority of board meeting time on things they could do beforehand, if they only had the right tools. Electronic software solutions make it possible for board directors to manage many of the routine matters in between board meetings. They can then use the time savings to address matters that affect the future prosperity of the company.

Electronic Tools Create Meeting Time for Strategic Planning

One of the manual processes that many boards use to save time is the consent agenda. The consent agenda combines several routine items for boards to vote on using one vote for all of them. It's the right way to expand the board's thinking about more efficient ways to address all the important matters without compromising due diligence.

Diligent Boards offers the features that board directors need to manage routine matters like unanimous consents, pre-meeting collaborations, voting, electronic signatures and collaboration. Boards can manage all of these activities within the safety and security of a board portal.

A board agenda software system streamlines the agenda process before and after the meeting. Corporate secretaries can use the program to seek input from board directors before planning the agenda and then make adjustments or modifications in real time. As long as board policies and bylaws allow it, boards can use electronic voting for routine matters like approving board meeting minutes or confirming individuals for committee chairs. Electronic signatures may prevent issues of board members not signing documents because they couldn't arrive at a meeting or didn't get it in the mail early enough. Committees can use virtual data rooms and get committee business up and running without delay.

Electronic software solutions like Diligent Boards can tip the scales from using the bulk of meeting time for routine items to using it for major planning and decision-making.

How to List Agenda Items

Best practices for developing agendas should motivate board directors to look for the most appropriate ways to set the agenda, whether boards choose to type them out or use an online template in a board management system.

Be specific on the agenda about what response you need for board directors to take. Write the agenda item as a question if you want the board to decide on a question. For example: 'Should we move the HR files to Building #3 to allow the high school students room to build their Homecoming float inside our dwelling and protect our clients' private information?' On the flip side, if the board agenda merely said, 'Move HR files,' board directors would not come to the meeting prepared to vote on the issue. By posing an agenda item as a question, board members will know that when they've answered the question, their discussion is complete, and they can move on to the next item on the agenda.

Other agenda items may be posed as statements or questions accompanied by other types of board actions, such as accept, vote, get more information or something else. Again, when the board has answered or addressed the issue, they'll know they're done and can move on.

Best Practices for Handling Agenda Updates

In today's world, the best practices for handling agenda updates is to use board software and update items in real time. The sooner board directors get information, the sooner they can review it and ask questions for clarification.

Best practices also hold the expectation that board directors will allow adequate and reasonable time frames for discussing important matters and not rush through them. This is yet another area where board management software is an asset in several ways. The agenda preparer must carefully think through how much time the item requires to introduce it, give board members time to discuss it, resolve differing points of view, and agree on actions or decisions. Board software makes it easy to add the allotted time for discussion, which serves several purposes. It may signal directors to ask for additional time on an item, and it may also keep directors mindful of the time they have for discussing the item. More importantly, the software can document the actual time boards spend on each item, which may later stand as proof that the board performed due diligence by giving important agenda items adequate time for discussion and decision-making.

Still another time-saver that board agenda software offers is the ability to link words or phrases on the agenda to reports or external websites or internet articles that take directors directly to the source of the information.

Board agenda software also allows board administrators to hide certain sections of the agenda from directors who may have a conflict of interest on an agenda item.

Administrators can also use board agenda software to get the final agenda approved online before sending it out electronically to the full board.

Security of board agendas is a major issue today. Diligent's board agenda software has a feature that lets board administrators decide whether they will allow board members to print their board books or not. Boards that allow it may also have a policy of requiring directors to return their paper board books to the corporate secretary after the meeting for prompt shredding.

The latest in best practices for board agendas is to find the best board management and agenda software systems and learn to use all the features to support good governance.