Board meetings are meetings where the Directors of a company meet in order to take important decisions which impact on the future of the company. A company is a legal entity, and the Board of Directors is the apex body which makes decisions on behalf of the company.
To make Board meetings productive, and to ensure that they stay focused, it is important to have a proper agenda for each meeting. Board meetings cover many different subjects ranging from compliance items, prescribed by law and regulation, to business items, that are presented by the management to the Board of Directors, for decision-making. In these meetings, actions taken/ progress of work since the previous meetings are monitored.
The agenda is drafted by the Company Secretary, with the help of KMPs, such as MD and CEO, CFO, as also the Head of Departments. It is usually approved by the Chair of the meeting, before being sent to the Board members. Every Director has the right to suggest items to be included in the agenda.
There are a few things that should be kept in mind while finalising the agenda for a meeting –
- The standard items, such as leave of absence, confirmation of the minutes of the previous Board meeting, the Action Taken Report, and the minutes of various Board committees, should be included.
- The items requiring the approval of the Board should be included in the agenda, with a clear indication that these are “for approval” items.
- The items approved by the Board of Directors by circulation, should be included in the agenda. These would be for noting purposes.
- Copies of all presentations proposed to be made at the Board meeting should be included in the agenda. This will not include presentations on items containing Unpublished Price Sensitive Information (UPSI), and those on which the Board, at the beginning of the year, has waived the 7 days notice period.
- Items comprising the business agenda should be included and the sequencing should be such that there is enough time for discussion and decision.
- A regulatory update containing important legal and regulatory changes, and capturing their likely impact, if any, on the company, should be included.
- There should be a Compliance Certificate by the Company Secretary/ Compliance Officer, to the effect that all laws, rules and regulations, applicable to the operations of the company, have been complied with.
- Where the agenda notes are unduly long, and cannot be shortened without sacrificing essential details, there should be an executive summary of no more than a page, setting out the decision being sought from the Board, and the reasons (in bullet form) for seeking the decisions.
- All other matters which are required to be approved by the Board, and cannot wait till the next meeting of the Board, should find a place in the agenda.
Law requires the agenda to be sent out at least 7 days prior to the Board meeting. Care should be taken that the agenda, along with all the agenda notes, is sent in advance, so that Directors can come prepared for the meeting.
The preparation of a list of agenda items and the accompanying agenda notes in a careful and complete manner is the first step towards the holding of a successful Board meeting.