The most common problem with board meeting agendas is they get too routine. You pull up the agenda from last year for that particular meeting and it gets a perfunctory look and it’s sent out. Most sets of governance guidelines include a recommendation that the lead director/ board chair gets a bite at the apple and reviews the board agenda. But that often is a check-the-box exercise with scant input.
Ideally, there should be a process with two touchpoints for the lead director/board chair to provide substantive input that leads to any corrective actions necessary to make the board meeting as productive as possible. These touchpoints are:
- Include the lead director/board chair in drafting the agenda. Discuss what specific presentations and board materials will be included.
- Schedule a board materials dry run for the lead director/board chair to go over all of the materials before they are posted to the board portal.
Of course, this review process is in tandem with the CEO also providing plenty of input, as the CEO should always be heavily involved with setting the board agenda. But with an engaged lead director/board chair in the agenda-setting process, that person should be capable of easily fielding any questions about the agenda, alongside the CEO, during the board meeting.
A good corporate secretary will play a role here, too, by proposing agenda items in brackets for discussion with the CEO/chair as the agenda is being pulled together.
Authored by
Broc Romanek