Director FAQ: Setting the Board Calendar and Meeting Agendas

The initial report of NACD’s Future of the American Board confirms that boards are now operating in a more complex environment due to new regulatory requirements, growing demands from investors, and other stakeholders, and digital disruption, among other reasons. Increased responsibilities for directors make setting and adhering to the agenda for board meetings more challenging.

This memo addresses the process for setting the meeting agenda, topics to be included in the agenda, and leading practices for running an effective board meeting.

Q: What are some recommended practices for setting board calendars and meeting agendas?

A: This memo covers the following areas of board agenda setting:

1. The importance of board calendars and meeting agendas
2. The process for preparing meeting agendas
3. Required topics for meeting agendas
4. Integrating strategy and risk into the board agenda
5. Assigning priority and allocating time for agenda items
6. The chair’s role in running an effective board meeting
7. Board communications between meetings 

1. THE IMPORTANCE OF BOARD CALENDARS AND MEETING AGENDAS

Boards today are operating in a volatile and challenging environment that requires both careful planning and an agile mindset. Fortunately, boards can avail themselves of electronic board portals to store materials, as well as videoconference technology for meetings. The NACD 2022 Public Company Board Practices and Oversight Survey (p. 39) revealed that nearly one third of all board meetings (32.5%) and nearly half of all committee meetings (47.4%) are being held virtually. But although the “how” of meetings has become easier, the “what” and “why” remain challenging. As noted by the NACD Commission on the Future of the American Board, the board itself, not management, needs to determine what issues it focuses on during the year and in each meeting, and it has the power to do so. Well planned annual board calendars and meeting agendas can drive meaningful discussions and support the right decisions. Having an annual calendar ensures that certain key issues will be discussed with appropriate timing—whether annually, quarterly, or at every meeting, as the board deems appropriate. Meeting agendas follow accordingly.

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.