Agendas Of Board Meetings: What To Include And How To Fill?

The Board of Directors is obliged to include in the agenda all issues that were proposed by the shareholders and which were not refused. The Board of Directors does not have the right to change the wording of issues proposed by shareholders, and the wording of proposed decisions on such issues. Once the board of directors approves the final agenda, it cannot be changed.

What is an Agenda?

The agenda of the board of directors implies a list of issues that are planned to be discussed at the meeting. They are determined by the chairman of the meeting. However, the secretary may also be involved in this process. Use the following guidelines when setting the agenda:

  1. Divide meeting topics that are too broad into several subtopics. Responsible persons may hold preparatory meetings for each sub-theme, if necessary.
  2. Put on the agenda issues of equal importance, united by a common theme. For instance, they may include:
  • acquisition of a new production line;
  • technological preparation of production;
  • making changes to the design and process documentation in connection with the acquisition of new equipment;
  • modernization of production buildings and development of bindings for machines;
  • material and technical support of the production.
  1. Make the agenda only from those issues that are within the competence and area of responsibility of the meeting participants. For example, it would be useless to discuss supply issues in the absence of the head of supply.
  2. Limit the number of topics and agenda items. They should be as many as can be effectively discussed and resolved within the allotted time.
  3. Include in the agenda a report on tasks and instructions given at the last meeting, if the meetings are united by a common theme and composition of participants. 

Who Prepares the Agenda for the Board Meeting?

In different companies, this role is filled by different people. However, regardless of who leads the process, it is necessary to make the meeting agenda available in advance so that all members of the board of directors have the opportunity to propose their topics for discussion, prepare for the meeting, and track further assignments.

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How to Create an Agenda for a Board Meeting?

The network boardroom platforms will give you a sample of all the sections that should be on the meeting agenda. Before the board appointment, leave room for suggestions on topics. Then set up the agenda for the meeting and be sure to include items such as an introduction and further instructions. Finally, add supporting documents or a schedule for the next meetings so that the board of directors has access to all the necessary information from the meeting agenda.

What Does the Agenda Include?

The board of directors has the right, and sometimes the obligation, to include certain issues on the agenda of the general meeting of shareholders. The board of directors must include items on the agenda at the request of a shareholder (or group of shareholders) owning at least 2% of the voting shares of the company. Among the issues that the board of directors has the right to include in the agenda of the general meeting of shareholders for approval, the following should be noted:

  • proposals for the reorganization of the company in one form or another;
  • proposals for the liquidation of the company and the appointment of a liquidation commission;
  • recommendations on the size of the dividend;
  • proposals for the transfer of powers of the general director to the manager;
  • proposals for the approval of the annual report.
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