The Chair plays a pivotal and controlling role in setting the board agenda. Drawing from experience, the Chair’s responsibility is to ensure that critical matters pertinent to the company are thoroughly discussed and that the board’s attention is focused on what is essential for the organisation’s well-being. The agenda is the Chair’s instrument to control, manage, and guide the board’s deliberations, ensuring the meeting addresses key issues and action items effectively.

The pre-meeting, held several weeks before the formal board meeting, is absolutely critical. The Chair engages with senior management, including the Group Chief Executive, Chief Financial Officer (or Chief Value Officer), Chief Sustainability Officer, Chief Information Officer, and the Company Secretary. The purpose is to understand what has transpired since the last board meeting, identify critical issues that need to be on the agenda, review the minutes and actions taken, and discuss matters of conformance (legal and compliance) and performance (value creation, preservation, and erosion, including natural capital). This pre-meeting informs the initial framework of the agenda.

The Chair needs to be flexible and responsive. Even if an urgent issue arises the night before a meeting, the Chair would contact relevant board members to prepare a brief overview and ensure it is discussed. For instance, if a public image issue concerning information governance emerges, the Chair might ask a board member with relevant expertise to prepare a one-pager for discussion and potential resolution at the meeting, even if it means deviating from the published agenda.

The modern board agenda needs to be more “flavourful” and encompass issues that were less prominent in the past. These include:

• Stakeholder Relationships: Understanding and addressing the concerns of important stakeholders.
• Inputs to Outcomes: Analysing the critical inputs to the company’s operations and potential disruptions (“wild cards”).
• IT Governance and Cyber Security: Ensuring robust systems and recovery plans are in place.
• Supply Chain Governance: Assessing the governance and ethical practices of key suppliers, including humanitarian issues like child labour.
• Climate Change and Nature: Evaluating the risks and opportunities associated with climate change and the impact on natural capital.
• Diversity (beyond gender and race): Considering the perspectives of different generations, such as Millennials and Generation Z.

The Chair plays a crucial role in ensuring the quality and clarity of management reports. This involves consistently rejecting reports that are not clear, concise, and understandable to the average board member, potentially requiring glossaries for complex terminology. Before the meeting, the Chair might also ask board members with specific expertise to delve deeper into certain agenda items and lead the initial discussion, ensuring a more informed and focused debate that leads to timely resolutions. Board meetings should ideally be concluded within three to five hours.

To foster diligence and ensure board members are actively engaged, the Chair might occasionally ask a director who has voted in favour of a resolution to explain their reasoning in detail. This practice encourages directors to thoroughly understand the issues and management reports, improving the quality of discussion and decision-making. The Chair also promotes a culture where discussions are channeled through the Chair, preventing parallel conversations and maintaining order.

While the pre-meeting helps prioritise key items for the agenda, the Chair must remain flexible. If an important and urgent matter arises, even at the last minute, it should be added to the agenda for discussion and potential resolution. This might involve contacting board members to prepare relevant information quickly or even postponing the meeting if the board pack is inadequate or doesn’t align with the priorities identified in the pre-meeting. Extraordinary board meetings can also be called if necessary to address critical issues promptly.

The Company Secretary plays a vital role in drafting the agenda and preparing the board pack, but this is done as an outcome of the Chair’s pre-meeting discussions and directions. The Chair does not simply delegate agenda setting. The Chair will review and approve the agenda before it is circulated. Additionally, the Chair will consult with key board members, particularly those with specific expertise relevant to certain agenda items, to gather their input and ensure a comprehensive and well-informed agenda.