The Boards Calendar displays the current and the two following months of the Executive Directors’ work program in a monthly format. It covers all company formal business. All items in the Board calendar are tentative and subject to change.
The schedule includes:
- The organization or committee that will discuss the items
- The items to be discussed
- The date and time
- List of Boards Calendar reports in the external Documents & Reports
- A calendar of events
A board calendar is unique to every organisation. It will vary according to the industry sector, the organisation’s own process of governance, the size and governance maturity of the organisation and its stage of evolution. The calendar may change from year to year as the organisation and its business evolve and needs change. Far more than a list of dates and times, it is a document worthy of a board’s careful consideration. A strong board calendar is a valuable planning tool to help a board govern more effectively.
• allows board members to plan their own affairs with their responsibilities to the organisation in mind;
• provides an overview of the board’s focus at each of its meetings;
• lays out the work and issues that need to be completed or addressed during the year;
• helps to ensure that nothing is overlooked;
• minimises repetitive discussions at meetings;
• aligns board focus with key reporting and compliance dates;
• assists in the logical evolution of thought and analysis of issues;
• allows directors to marshal their thoughts and inputs at the best times for the organisation.
Creating an Effective Annual Board Calendar
• Most directors have a wide range of commitments. The earlier the dates of board, board committee and shareholder/member meetings are scheduled and confirmed the more likely it is that directors will be free to attend.
• Allow plenty of time to compile the first draft so that it is as complete and accurate as possible.
• Start with key corporate compliance and reporting dates, such as half yearly and annual returns and reporting requirements. regulated entities are also required to provide data under the reporting frameworks for each of its regulated industries. Similarly, for a registered charity, the board should include the submission dates for the annual information statement and annual financial report to maintain the charity’s registration. For a public sector organisation, build in dates for tabling reports to Parliament and other regulatory issues.
• Develop a list of key governance issues that should be addressed by the board and board committees during the year, including those that will be the subject of executive presentations to the board.
• Think in terms of organisational efficiency and need and create a logical flow. If discussions will draw on a particular strategy or course of action ensure that matters relating to them appear first.
• Arrange issues which are not time-specific so that the workload is evenly distributed throughout the year.
• Anticipate how much time will be needed to deal with issues, as well as any lead-up time needed by the executive to prepare and distribute board papers.
• Include board events and any other functions that directors are expected to attend so that they have a complete picture of the year ahead.
• Consider management. Try not to schedule meetings, papers/reports or presentations that will put too heavy a demand on managers’ time when they may have other important commitments and responsibilities.
• Do not overfill the calendar with events so that there is no provision for contingencies – allow time for the unexpected.
• For convenience, endeavour to align board committee meetings with board meetings.
• A board calendar is a living document which should develop in response to changing priorities and needs over the year.
• Ensure that sufficient meetings are scheduled; it is easier to cancel a meeting and move its business into the next one than to call an extra meeting. If a board meeting is scheduled in January as a standby only, no significant matters should be included.
• The company secretary can be expected to take a lead role in the development and management of the board calendar in consultation with the chair and CEO.
Accompanying this document are two template documents:
• Schedule A – a sample list of key governance issues that are likely to populate a board annual calendar
• Schedule B – a pro forma template for an annual board calendar, populated with the issues in the sample list (Schedule A)
Schedule A – a sample list of key governance issues that are likely to populate a board annual calendar
A. Board meetings
1. Strategy Planning, Adoption, Review/monitor, implementation
2. Budget (annual) Development, Adoption, Review/monitor
3. CEO oversight, Approve performance, Performance assessment, Succession planning, Remuneration
4. Monitoring and supervision, Review board reporting requirements
5. Risk and compliance, Review of risk management systems, Review of major risks, Review of compliance systems
6. Policy framework
Corporate governance charter
Committee terms of reference
Major policy review
• Risk management
• Delegated financial authority
• Compliance policy
• Code of conduct
• Shareholder/stakeholder communication policy
• Other (list other policies)
7. Board review Composition/succession
Evaluation of performance
• Individual directors
8. Governance issues Audit report
Work health and safety (WHS) report Human resources (HR) report Information and communications technology (ICT) report Environmental report Risk management report Legal report Business continuity/disaster/crisis planning report
9. Performance review/monitor
10. Operational issues
Overall operations report
Significant project report
Significant business development reports
11. Financial issues Financial performance (revenue/expenses/cash flow)
Capital requirements Treasury management
12. Capital markets issues Investor/analyst/broker relations Shareholder communications
13. New corporate initiatives Corporate growth opportunities
14. Regulatory compliance Half year report and reviewed financial statements
B. Board subcommittees
1. Nominations committee Business of meeting
2. Remuneration committee Business of meeting
3. Audit committee Business of meeting
4. Risk management committee Business of meeting
C. Other key corporate/board events
2. Board strategy day
3. Risk appetite workshop
4. Other (list issues)
Example of a Board Calendar
The following calendar can be reviewed by an organization to modify according to their own nature and needs. The following calendar should be updated yearly and provided to each board member and the chief executive.
NOTE #1: There are certain one-time activities that the board should conduct during the startup of the organization. See the list Startup Activities List at the end of this document.
NOTE #2: There are also certain activities that recur in each regular board meeting. Regular board meetings might be held once a month, every two months, once every three months, etc. To get a sense for the activities that occur in these meetings, see Sample Meeting Agenda and Sample Meeting Minutes.
NOTE #3: The timing for each of the following activities should be relative to the timing of the beginning of the fiscal year. In the following sample table, the fiscal year begins January 1.
|Regular Board Activity||Approximate Date (see NOTE #3 above)|
|1.||Fiscal year begins||January (fiscal-year timing is often specified in the Bylaws)|
|2.||Conduct Board Self-Evaluation (do once a year and in preparation for first board retreat (there are 2 per year))||March-April (do shortly before evaluating chief executive)|
|3.||Evaluate Chief Executive (by referencing his or her progress towards last fiscal year’s goals and his or her job description)||April-May (do shortly after completion of last fiscal year)|
|4.||Review and update board policies and personnel policies||April-June (do concurrent to board and chief evaluations)|
|5.||Conduct first board retreat (address board self-evaluation results, team building, begin strategic planning, etc.)||April|
|6.||Begin recruiting new board members||April-May (in time for June/July elections)|
|7.||Conduct strategic planning to produce organizational goals and resources need to reach goals||May-June-July (start planning in time for setting mission, vision, values, issues, goals, strategies, resource needs, funding needs (nonprofit-specific), and time for getting funds before beginning of next fiscal year)|
|8.||Elect new board members||June-July (per By-Laws)|
|9.||Establish chief executive’s goals for next year (as produced from strategic planning)||August (as organizational goals are realized from planning)|
|10.||Hold annual meeting||July (per By-Laws)|
|11.||Draft next year’s budget (based on resources needed to reach new strategic goals)||July-August-September|
|12.||Develop fundraising plan(nonprofit-specific) (with primary goals to get funds needed for budget)||July-August-September|
|13.||Conduct second board retreat (address board orientation/training, re-organize or form new committees based on goals from strategic plan, develop work plans, update board operations calendar, review planning status, etc.)||August (in time to orient new board members soon after they join the board)|
|14.||Conduct fundraising plan(nonprofit-specific) (primarily to meet fundraising goals)||August-December|
Startup Activities List (to start the organization)
When forming a new corporation or association (these are the types of organizations that usually have boards of directors), the board typically has several specific activities they must conduct, including meeting to:
1. Approve the mission statement (may include vision and values statements, as well)
2. Approve Articles of Incorporation (or whatever charter document is required in your state)
3. Approve Bylaws (these are not always required in every state; you should strongly consider having them anyway)
4. Select officers in the board (usually including the president or chair, vice president or vice-chair, secretary, and treasurer)
5. Approve (probably very rough drafts of the) strategic plan and yearly budget