Preparing for meetings

Preparing properly for a meeting is crucial to ensuring that it runs as smoothly and efficiently as possible. The most important documents to consider are the agenda and the meeting pack, both of which are considered here. We also provide a useful pre-meeting checklist and look at the benefits of using a board assurance framework (BAF).

Agendas

The agenda is an ordered list of topics to be discussed and the business to be transacted at a meeting. Agendas provide structure and direction, advanced notice of priorities, and, if constructed in a transparent and collaborative fashion, they can facilitate informed decision making in your organisation.

A clear agenda indicates to members of the board or committee what is required from them at an upcoming meeting.

Establishing the purpose and actions to be taken at a meeting helps to focus the resources and efforts of board and committee members. While it is not strictly necessary to provide this list of business to be transacted, it is good practice for an agenda and supporting papers to be sent to board or committee members ahead of the proposed meeting to enable them to be sufficiently informed and prepared for the discussions proposed.

Board members should also have an opportunity to contribute to the agenda and therefore have a voice as to what is discussed by the board. It is recommended that agendas and board packs should be sent at least five working days before the meeting.  

It is normal for the agenda to refer only briefly to the nature of each item to be transacted, with supporting papers providing more detailed information. To assist board members in assessing the upcoming meeting, it is useful to include a supporting line as to the purpose of the document and to state whether it is for information, decision, approval or discussion.

An agenda typically includes:

• any apologies for absence received prior to the agenda being sent;
• declarations of interests;
• the draft minutes of the last meeting so as to be approved at the meeting;
• the opportunity to discuss matters arising from the draft minutes, for instance, the progression of any action points;
• the risk register;
• discussion of the business to be discussed at the meeting – this will mean sending the latest drafts of any relevant documents (including presentations, reports or resolutions);
• any other business – this can be contentious if the business raised cannot be discussed during the time remaining for the meeting. Because of this, the chair may refuse to put matters under this heading to the vote until the next meeting; and
• the date of the next meeting.

The agenda acts as a roadmap for the chair of the meeting and therefore the business to be discussed should be listed in a logical order (usually importance). Given that it is there to assist the chair and the smooth running of the meeting, the agenda should be agreed with the chair prior to it being sent to the members.

Planning the agenda

In drafting the agenda, the chair, chief executive and governance lead are likely to determine the items to be included and the order in which they are to be discussed. However, as mentioned above, to build greater transparency and accountability in your governance practices, you should invite other stakeholders to suggest agenda items as well. This can greatly enhance your awareness of issues or concerns among stakeholders and draw on a wider diversity of opinion and expertise than can be found on a small board.

The board agenda (and the issues brought for the board’s consideration) should be primarily focused on strategy, performance, impact and accountability.

Agenda items may also be influenced by the use of a corporate calendar which highlights key dates for the submission of formal reporting documents within the business year, along with those items that recur.

It is generally recommended that complex items for decision are placed at the top of the agenda for the board or committee to discuss and decide while they are still fully engaged, with administrative or ‘information only’ items lower down on the agenda.

Timed agendas

Timed agendas may be used to highlight the amount of time dedicated to each item and to focus board members on the business to be transacted within the limited timeframe of the meeting. Where timed agendas are used, careful planning of the agenda is necessary to assess the time required for discussion of each item, and the chair will have to manage the meeting efficiently.

Is your agenda strategically focused?

Formulating strategy and ensuring that strategic direction is being implemented by the senior management team are key functions of the board. Linking board agenda items to specific aspects of strategy can help board members monitor the progress being made in fulfilling strategic goals and also clearly highlights the importance of the information being presented and the action to be taken.

Meeting packs

Given that meeting packs should be available to board members at least five to seven working days prior to the meeting, due consideration should also be given to the size and content of them. As board members require sufficient information to be able to perform their duties effectively, there is a delicate balance to be achieved in supplying the requisite information and board members having sufficient time to read, digest and prepare questions. The Chartered Governance Institute and Board Intelligence carried out research into the size of board papers, their cost to produce and the burden they place on board members, which suggested that lots of organisations fail to attain this balance.

Some boards receive their packs by email (which may be encrypted), post or use an online portal where they can access the agenda, minutes and supporting papers. There is still a tendency within some organisations for paper documents to be issued by post or courier which can be inconvenient and costly given the weight of packs. It should also be considered from an ESG point of view whether this is necessary.

Consideration should be given to any particular requirements which board members may have in respect of accessing information. This may include the provision of large print copies of documents or additional time for reading.

To make board packs as concise but informative as possible, consider:

• report cover sheets
• standardised reports

We will look at each of these below.

Report cover sheets

You may consider using standardised cover sheets for each report presented to the board. Such cover sheets can include:

• title, author and date of the report;
• a clear proposal and summary outline of key issues in the report;
• the purpose of the report, e.g. for decision, information, approval etc.;
• a summary of the implications of accepting the proposal or not in terms of finance, governance, regulation, legal compliance, risk and staffing;
• which strategic goals it supports, or how it links into any assurance framework or standards; and a history of the document: which committee has reviewed it already, whether it is in draft or final form.

Standardised reports

A standard format for reports may also prove beneficial to the board or committee members trying to understand the information provided and its purpose. We recommend a report format that includes the following:

• an executive summary at the start
• risks (including opportunity loss)
• anticipated outcomes
• a conclusion or clear recommendation

These four key aspects being clearly signposted will, especially for lengthy papers, provide the highlights for those board members who have not been able to set aside sufficient time to read the pack in close detail. It should also provide a framework by which the author can focus on the key issues relating to agenda items. A standard format enables board members to become accustomed to how information is presented and enable them to review relevant papers in preparation for meetings more efficiently. It will also help those compiling the reports.

Pre-meeting checklist

Each board member should receive the same information at the same time (unless there are good reasons for providing additional time) and sufficiently in advance of a meeting to afford them the opportunity to prepare. On the back of this, before a meeting each board member should:

• be clear as to the purpose of the meeting and the role they play at that meeting
• have read the agenda and any supporting papers, and prepared questions to be raised at the appropriate time, or have thought of suggestions to resolve problems
• be clear on the decision that is being asked for
• request further information ahead of the meeting or seek clarification from the governance professional or report author (including highlighting any errors not of material consequence), where appropriate
• submit apologies sufficiently in advance of the meeting

Board members should ensure regular attendance at all meetings, arrive on time, stay for the duration of the meeting and maintain engagement

Board Assurance Framework (BAF)

A BAF is a single document that pulls together all relevant data pertaining to an organisation’s strategic goals, and the risks it faces. The BAF is more than another tool to measure and manage risks; it should be viewed as a framework by which the board can triangulate the information it receives and be assured of the veracity of data presented to it.

A BAF should not be the only document presented to boards, but will augment standard board reports already in place. Used wisely and carefully the BAF can be an invaluable tool for board members.

Why use a BAF?

A BAF will identify and map the main sources of information available to an organisation and may highlight gaps that require addressing. It will coordinate different sources of information in order to provide the board with a comprehensive overview of the organisation’s direction of travel and deliver assurance that the organisation is delivering the intended impact.

In short, the benefits of a board developing and using a BAF are:

• a clear and comprehensive overview of the organisation’s approach to risks, including the management and mitigation of those risks;
• identifying where there is insufficient assurance available and strengthening those controls;
• highlighting areas of overlap, duplication or disproportionate control mechanisms;
• flagging up where control mechanisms are ineffective or inefficient;
• focusing limited resources at those areas of greatest need; and
• providing evidence to support formal governance statements.