Introduction
Every day there are people who are elevated to attend company board meetings in different capacities. Some attend as directors or company secretaries yet others attend by invitation for example senior managers who are not directors. It is recommended that such officers go through induction so that they know what to expect and how to conduct themselves and business of the board during the meeting. In this introductory article I look at possible agenda items for a board meeting.
Agenda items
It is common to find the following agenda items for a board meeting:
- Welcome and introductions
- Convening and constitution
- Apologies
- Approval of agenda
- Minutes of the previous meeting
- Matters arising
- Business of the day. This may include reports by the Chief Executive Officer / Managing Director (CEO/ MD), Chairpersons of the Board sub-committees such as Finance, Audit, Human Resources, Operations, Risk & Compliance, etc. For small companies without sub-committees of the board departmental reports may be presented to cover for example Finance, Audit, Human Resources, Operations, Risk & Compliance, etc.
- Any other business.
- Date of next meeting.
Welcome and introductions
In this part the Chairperson calls the meeting to order and welcomes all present in the meeting. If there are any new attendees they are introduced. Some chairpersons may use this opportunity to communicate certain positions such as ground rules or culture during board meetings.
Convening and constitution
This agenda item is very important. The Chairperson normally asks the Company Secretary if the meeting is properly constituted to conduct the business of the board. Proper constitution is normally with reference to the company’s Articles of Association. The Company Secretary confirms if for example a quorum is present based on the Articles of Association.
Many board meetings that are declared or deemed null and void are normally due to lack of compliance with proper constitution, for example if there is no quorum. If the Articles of Association is strict and requires that a notice period of so many days has to be given for a board meeting an aggrieved board member of shareholder may raise an issue if the minimum notice period is not given.
Apologies
This agenda item deals with any members of the board who are unable to attend the meeting and would have sent their apologies to the board normally through the Company Secretary but may also do so through the Chairperson or at times through the CEO / MD.
Approval of the Agenda
When a package for the board (“board pack”) is served on members, whether as hardcopies or softcopies, there is an agenda usually set by or in consultation with the Chairperson of the board. At the beginning of the meeting members decide whether to adopt the agenda with or without amendments. Amendments may entail adding, removing or changing some items.
Approval of previous minutes
Minutes of the previous meeting are considered for correction page by page. Corrections are for grammar or whether the minutes correctly capture what was discussed.
Matters arising
There would have been deliberations in the previous meeting and from there action items to be implemented usually by management. In the current meeting the purpose of matters arising is to follow up on the action items or any other relevant updates on issues discussed. The executives led by the CEO / MD update the board on the implementation status. At times when you see action items indicated as “pending” or “ongoing” it is masking of lack of progress or implementation.
Business of the day
This agenda item deals with new items or new business to be considered by the board meeting. It is common for the CEO / MD to apprise the board meeting of the affairs of the company. This high level presentation touches on for example major strategic issues and their implementation, company performance whether financial or otherwise, major developments within out outside the company that may affect the business, major projects, future outlook, etc.
Where a medium to large company has sub-committees of the board such as Audit, Finance, Human Resources, Operations, Risk & Compliance or others the committees would have held their meetings prior to the board meeting. The Chairpersons of the committees will then present reports of their meetings to the main board. Issues presented may include major developments, proposals by management being recommended by the committee for approval or consideration by the board, proposals by management not recommended for approval.
Where there are no sub – committees of the board it is common for boards to ask the functional or departmental heads especially for Internal Audit and Risk to present. Others such as Finance, Human Resources, Operations or others may also be asked to present.
Any other business
This agenda item is meant to accommodate important issues that may have been omitted from the above agenda items or arose after the board pack had already been sent out. Most companies try to restrict this agenda item in a bid to ensure it is not abused.
Date of next meeting
It is common for the board to agree on a date of the next meeting unless there is already agreed calendar for board meetings or it is left to the Company Secretary and the Chairperson to decide in consultation with the rest of the board members.
Conclusion
An understanding of the agenda for board meetings is important for productive meetings and should always be well thought out to cover important issues. The agenda should not be too long as it may affect concentration.
Disclaimer
This simplified article is for general information purposes only and does not constitute the writer’s professional advice.
Godknows (GK) Hofisi, LLB(UNISA), B.Acc(UZ), Hons B.Compt (UNISA), CA(Z), MBA(EBS, Heriot- Watt, UK) is the Managing Partner of Hofisi & Partners Commercial Attorneys, chartered accountant, insolvency practitioner, registered tax accountant and advises on deal and transactions. He writes in his personal capacity. He can be contacted on +263 772 246 900 or gohofisi@gmail.com
