Purpose of the Agenda – Outlining the Nature of the Board’s Scheduled Work

Part of the power of Policy Governance® comes from its ability to clearly define what work the Board should be focused on. It does this in a way such that the Board's work does not duplicate or overlap that of the CEO. If the meeting agenda is a tool to help the Board do its work then it should therefore mirror what that work is. This work is largely defined within your policies.

In almost all cases the policy on Board Job Description lists three distinct job products for the board. These three job products are:

  1. Establishing and maintaining links with the ownership.
  2. Establishing and maintaining policies that govern MLC's operations and decisions.
  3. Assurance of executive performance.

These three products are what the board works on continuously and, taken together, should be considered to be the board's "perpetual agenda.” They are the three things that board is always obligated to do. They should always be reflected in the meeting agenda.

What else might show up on the agenda that is still supporting Board work?

Items Beyond the Job Description's Perpetual Agenda
In addition to the things it "must" do based on the board's Job Description there are other accomplishments it commits to in policy. For example, it notes that it will seek out education in order to be informed and often includes certain procedural commitments like finding candidates for open board seats by some date each year. These too then are work of the Board.

Another thing it commits to in its policy on "Agenda Building" is that it will define its own work product for the upcoming year. This is often referred to as the "annual agenda" and it outlines what the Board wants to accomplish for the next year above and beyond its "perpetual" work. Another way of thinking about this agenda is that it is the board's annual plan of work outside of the things it has already committed to do in its existing Policies.

So What needs to go on the Meeting Agenda
Over the course of the year the board will need to accomplish its ongoing job products as defined within its policy on Board Job Description, any other commitments it has made in policy (like finding new board members and monitoring according to its schedule) and any activities it needs to undertake in order to complete its annual plan of work. Each of these is described more fully below.

Job Description Product: Assurance of Executive Performance
The board already has a mechanism for assurance of Executive Performance. It is called the monitoring process. A schedule for monitoring at least some of its policies probably already exists. These scheduled monitoring activities should be included on the calendar. A consideration of the need for additional monitoring, consideration of the monitoring process itself, or specific information gathering activities to inform the monitoring process are all possible action itmes for the board.

Job Description Product: Written Policy Development
The board always governs through the development of policies. New issues arise and new knowledge is gained as time passes. This can lead to the need for reconsideration of one or more policies or the development of new policies. Perhaps there are one or more board members whom have never been quite comfortable with the wording or the level of detail (too much OR too little) to which a particular policy goes. There may be some on the board that feel that the actual method my which it develops its policies is in need of attention. Any of these, or any other issues concerning policy development, could lead to work for the upcoming year.

Job Description Product: Ownership Linkage (Accountability)
Linking with the owners is necessary if the board is to act as their trustees. Board decisions must be informed by the desires and needs of the ownership in the three Ends areas (outcomes, beneficiaries, and costs). In order to accomplish this board product, the board may use devices to solicit owners opinion and perspective, talk with other boards that serve the same group of owners, meet personally with the owners, or use any number of other traditional or innovative methods. Those things it would like to do to link with and be accountable to the owners lead to specific tasks and actions to be done.

Commitments in Existing Policy
This includes each and every commitment, especially those which are date certain, that the Board has said it will do in its policies. Most of these commitments will be in Governance Process but some may also be in Board/Management Relationship. It is often easiest to make a list by going through the Policy Manual one policy at a time, noting any commitments to action or output.

Annual Agenda (Plan of Work)
Based on what the Board has said it wishes to accomplishes in addition to its specific commitments in policy the Chair will need to determine what actions need to happen, in what order and at what meetings. The board may have actually spelled some of this detail out but more typically it will name the broader accomplishment, name any parameters or specifics and then allow the Chair to make all further and more detailed decisions.

Putting it All Together
There are in essence three sources that drive what goes on the meeting agenda. First, the work of its Job Description. Second the commitments it has made in policy beyond the Job Description. Third, any of the steps required to accomplish its plan of work for the year for those things not specifically commanded by policy (which are typically strategic in nature).

To build the Meeting agendas requires that a plan be made for how to sort out the things from those three sources in a way that is consistent with the commitments and that is likely to provide the best flow for the board's work.

Building an Annual Calendar
To build the Annual Calendar, the board lists three things:

  1. Previously scheduled monitoring activities.
  2. Board process items from the Governance Process policy area (e.g. Member Orientation).
  3. Activities designed to accomplish the annual objectives in each of the three board job product categories with associated action steps.

To turn the monitoring schedule, process items, and objectives with action items into the Annual Calendar, the board looks at the list of tasks for the next year that it has now developed. It then considers its scheduled meetings, and simply apportions the tasks among its meetings during the upcoming year. It does this with two things always in mind:

  • It can use a broad brush, outlining its wishes, and leave the details up to the CGO. The CGO can fill in any gaps or missing particulars using a reasonable interpretation of the board’s stated wishes and an understanding of the board’s desired objectives.
  • Some subsequent activities require the board to have already completed a particular part of their work. For example, before the CEO develops the budget, any re-exploration of Ends should have taken place, so the board must finish any work that may significantly alter the Ends policies soon enough before the budget is due, allowing the CEO time to address the alterations in the budget. Any preparatory steps must be scheduled in advance of any consequent.
    To access a spreadsheet tool for developing the agenda click here: Building Meeting Agendas with Instructions (Excel).

Building Individual Meeting Agendas
Once the Annual Calendar is built, individual meeting agendas become much easier to develop. There are several scheduled activities already developed for each meeting. The board has a one-year work plan that focuses on achieving the board’s own objectives in the board’s own unique job products.

One Process for Building Meeting Agendas

  1. Define the board job description in policy.
            a. Board Job Description = Specific and Unique Job Products = Perpetual Agenda
  2. Board defines annual objectives in each of the job product areas, going into as much detail as it wishes and leaving the rest of the details up to the CGO.
  3. Board or CGO determines the action steps or knowledge needed to accomplish the objectives.
  4. A list of board process, events and activities is developed.
  5. Scheduled monitoring is placed on the calendar.
  6. The remaining activities are placed on the calendar, recognizing items that must be completed first in order to accomplish other items.
  7. The Annual Calendar is used to develop the individual meeting agendas.
  8. Any items that arise which were not on the Annual Calendar are added to the meeting agenda following in the manner outlined by the board’s governance process.

An example of the sources and the process is below.

The resulting agenda might look something like the one below. Notice that it is devoid of management information and activities and that it is designed around the work of the board. Also note that most of the items have been identified as Action, Dialog, or Learning to help the board.


Board Meeting

  1. Call to Order (9:00 am)
    1. Roll Call & Accountability of Meeting Preparation
    2. Welcome
    3. Approval of the Agenda (Action)
    4. Operational Consent Agenda (Action)
    5. Board Consent Agenda (Action)
  2. Announcements (9:15)
  3. Ownership Accountability (Linkage) – Connecting to the External
    1. Board Education (9:30 am)
      1. Guest speaker – Smith (Learning)
      2. Executive Director Highlights(Learning)
      3. Carver Workshop – Jones (Learning)
    2. Finalize the agenda for the May Retreat (10:30 am)
                 What else needs to be on the next agenda? New worries?
                   1.1 Ends further defined
  4. Assurance of successful Executive Director Performance
    1. Governance Process (11:00 am)
      Direct inspection reports 3.3 Board Member Code of Conduct– Johnson;
      and 3.8 Cost of Governance – Lopez (Dialogue or Action)
    2. Board/CEO Linkage (11:15)
      Direct inspection reports 4.1 Unity of Control – Robertson; and 4.4
      Monitoring Executive Director Performance – Holt (Dialogue or Action)
    3. CEO Monitoring Reports (11:30)
      Any call outs from the consent agenda (Dialogue or Action)
  5. Lunch (Noon)
    1. Membership Linkage: Member’s Time
      What’s happening in your area that would be useful for the Board
      to know?

  6. Policy Development (1:00 pm)
    1. Policy 2.8 Emergency Executive Director Succession
  7. Agenda items for next Board meeting (2:00 pm)
    1. Executive Director Monitoring reports
        2.3 Compensation & Benefits

    2. Direct Inspection Reports
       3.0 Global Gov Process/Membership Linkage - Wilkin
       3.4 Agenda Planning – Krisp
       4.5 Executive Director Comp and Benefits - Smith
  8. Adjourn (2:30 pm)