Attendance and time commitment

Board members must understand the time commitment of serving on the Board. This includes time to prepare for meetings and for serving on Board committees as well as attending Board meetings.

All Board members should attend all, or at a minimum 75% of Board meetings. If you miss more than two or three Board meetings in a row without permission from the Chair or the Board as a whole, then you may be required to step down as a member. This may be specified in the public entity's establishing legislation.

For effective decision-making at Board meetings there needs to be:

• a carefully prepared agenda
• papers relevant to particular items on the agenda. They should be circulated no less than 5 working days before meetings
• frank and open discussion
• an outline of the way the Board conducts its business, including whether decisions are taken by consensus or vote etc
• accurate, timely records of decisions, discussion and dissent
• rules about access to information
• access to independent and external professional advice at the organisation's expense

Some establishing legislation sets out aspects of meeting procedure, commonly who needs to attend and how often, how a vote will be taken, roles of office bearers and notification rules. Boards may develop additional meeting procedures. These should be documented in the Board Charter and/or governance policy.

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Types of meetings

Board members attend different types of meetings including:

• Board meetings: all major decisions are made at ordinary meetings of the Board
• Annual general meetings: where relevant to a particular public entity. These meetings are used to brief key stakeholders/shareholders on the year's activities and agree a direction for the future
• Extraordinary meetings: these are held between general meetings when urgent decisions need to be made
• Committee meetings: different committees meet to consider particular issues and then report back to the Board. Procedures for committee meetings should echo the Board procedures. These may be set out in establishing legislation. If not, the Board should decide how it wants to run. (See linked module on Board committees)
• Retreats or planning days: these are often held away from the normal meeting location for a full day or weekend. They allow Board members to take part in deeper discussions about strategic challenges and directions for the next year or beyond

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Frequency of meetings

The frequency of Board meetings will depend on:

• any specification in the enabling legislation, subordinate instrument, constitution etc
• any guidelines or policies from the portfolio Department
• the particular circumstances in which the public entity is operating at any particular time

Meetings should be held regularly at the same place so that members and management (where invited) can plan their workloads and ensure that they are available.

Video and teleconference facilities can assist Boards where members are geographically dispersed. Face-to-face meetings are more effective than video and teleconferences for creating a cohesive Board team. Emergency issue meetings may be more suited to electronic communication due to short notice.

Sometimes Boards may wish to meet in different locations due to stakeholder considerations. For example, it may be useful to hold a meeting at the premises of a key stakeholder and include a meeting with the stakeholder's Board.

Some important but complex issues, for example, a re-examination of the organisation's mission and strategic direction should be handled at a special meeting (or a retreat) where the Board can focus and talk through all aspects without having to break away and take up other business.

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What happens before a Board meeting?

Notification

Ordinary Board meetings should be set well in advance with the agreement of all Board members. Most Boards set diary dates for the following year in the December meeting.

All meetings dates should be confirmed in writing directly to the member.

Setting the agenda

An agenda listing matters that will be discussed must be prepared for each Board and committee meeting. The agenda should be sent to Board members at least five days ahead of the meeting to ensure that everyone has a chance to think about issues before the meeting.

Larger organisations also send out supporting information including explanations, related documents, who will address each agenda item and recommendations.

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The agenda is important as it shapes the information flow and subsequent discussion. The following is a typical process for preparing an agenda:

• the CEO drafts the broad agenda in consultation with the Chair, usually following a template
• directors are asked for agenda items
• the draft agenda is prepared in detail by the Board secretary or CEO if there is no secretary
• the Chair approves the final agenda before papers are prepared by the CEO and senior management for each item

The agenda may be taken in any order with approval of the Board, provided everything is considered. At the beginning of the meeting the Chair should check for any items of other business that members wish to raise and alter the agenda order if required.

Important items requiring significant discussion should be considered in the early part of the meeting so that decisions are not rushed.

Sample: Board meeting agenda template (PDF 11.7KB)

The Chair or a majority of directors may request that specific people are invited to attend the meeting, to assist the Board's decision-making, for example, a legal adviser, contractor or on occasion, the Minister.

Senior managers scheduled to give presentations at the invitation of the Chair, should be prepared to attend the relevant part of the Board meeting.

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Papers for the meeting

The CEO, Board Secretary, Executive Officer or other senior management staff are responsible for preparing and circulating Board papers.

Where it is known that a Board member has a conflict of interest, the paper for that item should not be provided to that member. If the member finds they have received such a paper they should immediately destroy or return it without reading it and let whoever prepared the papers know of the mistake.

Any Board papers accompanying the agenda should be circulated an agreed minimum number of days before a meeting. This is usually five working days. Most Boards choose not to accept papers tabled at the Board meeting if they require discussion. Updates may be considered. In exceptional circumstances, the Chair may seek the Board's permission for a new issue and accompanying papers to be tabled with reading time allocated.

Papers should be clearly marked as either information papers or decision papers. All decision papers should contain a clear recommendation for action.

The Board Secretary or CEO needs to maintain a complete set of Board papers in accordance with the Public Records Act 1973. (See linked module on Public Records Act 1973)

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Role of Chair

The role of the Chair is to ensure that business is conducted efficiently and that meeting rules are adhered to. The Chair needs to facilitate discussions, keep members on track and on time. When a topic has been fully discussed, the Chair should summarise the decision and seek agreement or a vote.

The Chair needs to be skilled at:

• ensuring that everyone has a say
• managing the meeting appropriately
• ensuring that decisions are properly understood and well recorded. If necessary, the Chair will repeat the decision for the minute taker and ensure all members agree with the wording (See linked module on Roles: the Chair )

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Meeting process

Meetings should begin with the following formalities:

• Secretary or minute taker notes attendance and apologies
• Chair asks whether any of the agenda items raises issues of conflict of interest (See linked module on Managing conflicts of interest and duty)
• Chair asks if there are any additions to the agenda
• if there is a lot of routine business, consider having a consent or 'for noting' agenda where routine motions will be carried automatically, unless someone asks the Chair to move any of them to the regular agenda. This allows the meeting to concentrate on issues that are either important, or new, or both. Such agenda items should be in their own section or marked with an asterisk to make sure their status is clear
• sign off on the minutes of the last meeting noting any amendments. Only Board members who were at the meeting should vote on this point (a show of hands is sufficient)
• matters arising from the minutes are an opportunity for members to raise anything that is not covered elsewhere in the agenda
• action items are a report on progress with action following decisions at previous meetings
• Sample: Action list template (PDF 11.0 KB)

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Reports

The Board should receive reports:

• on the background to the organisation's activities from the CEO. If the issues involve any decisions from the meeting then they should be given their own place in the agenda and voted on separately
• on the financial situation as it stands by the CEO or, on the decision of the Chair, from the Chief Finance and Accounting Officer. Any discussion of fundraising or economies should come elsewhere in the meeting under its own agenda item
• on organisational performance against targets set against key performance measures
• of any committees or sub-committees. These reports should be presented by the Chair of the relevant committee for acceptance and relevant action
• where relevant, the CEO should submit a report setting out all uses of the Authority's Seal. This report will be circulated with the Board papers. The report on the Seal Register will normally be 'For resolution'. However, any member may ask for any use of the Seal to be discussed

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Decision Making

In reaching a decision, the Board must consider the following questions. These should have been thought through by management in preparing briefing papers.

• What do the establishing legislation and the Public Administration Act 2004 say?
• What are the constraints/conditions imposed by the establishing legislation or the Public Administration Act 2004? For example, the legislation might require Ministerial approval before the Board makes the decision if it is about entering into a contract where the public entity will be required to pay more than a certain sum of money under the agreement
• Does the establishing legislation or the Public Administration Act 2004 require certain procedures to be followed in connection with making the decision? For example, the establishing legislation and/or whole of government procurement policy may require a tender process
• Who has the power to make the decision? Is it the Minister, the Board, the Chair or the CEO?
• Is there a Ministerial direction issued by the Treasurer or the Minister for Finance or the portfolio Minister to the Board or the public entity that affects whether the Board can make the decision, or how it is to go about making the decision
• The CEO is responsible for keeping directors informed about existing and amended Ministerial directions, amendments to legislation, and other such critical information relating to Board functions and powers

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A decision might appear legally valid but may have an ethical issue. An example is where a member who voted for a decision was operating with a conflict of interest. The Board may have been too lax in allowing the conflicted member to remain in the meeting and vote for the decision, irrespective of the voting outcome. (See linked module on Managing conflicts of interest and duty and Directors' Code of Conduct and Guidance notes)

Sample: Guide to legally valid decision making (PDF 10.1 KB)

Where the Board may make more than one possible decision on a matter after going through the above process the decision should be the fairest it can make in all of the circumstances.

Checklist for decision making (PDF 11.6 KB)

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Conclusion of meeting

At the end of the meeting members should discuss any items that were brought up at the beginning of the meeting without notice. If these matters will take a lot of time to be considered, they should be placed on the agenda of the next meeting.

The Chair confirms the next meeting date and ensures that everyone is able to attend. The Chair should finish by thanking meeting participants, particularly where they are volunteers, for their time and effort.

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Other formalities

Quorums

This is the minimum number of Board members who have to be present for the Board to legally transact business. The establishing legislation should spell out what numbers are required for meetings to take place. Otherwise the Board should make a decision at its first meeting.

A standard option is to require at least a majority of the members of the Board who can vote to be present in order for there to be a quorum.

Resolutions and voting

A 'motion' is a proposal for action. 'Moving' a motion merely means putting the proposal forward to be voted on. Most Boards prefer that a motion has a second member to indicate support for it. They are known as a 'seconder'. A motion that cannot attract a seconder fails.

Sometimes motions are amended or reworded before being put to the vote. If this occurs a vote is taken first on the amendment. If the amendment passes the motion, as amended, is then put. If the motion is approved by the Board, it is referred to as a 'resolution' (ie the Board's decision).

With many Boards a resolution may be agreed without a formal motion or vote. Instead, the Board discusses the recommendation proposed by management and agrees whether or not to endorse that recommendation.

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What happens afterwards?

Minutes

Recording the outcomes of the Board's deliberations accurately is a critical part of good governance in a public sector entity.

The Executive Officer, the Board Secretary, a paid 'scribe' or, on small voluntary public entities, one of the members, will take the minutes. A draft should be sent to the Chair within 24 hours and then sent to members when approved.

In some organisations, minutes are circulated shortly after the meeting date. This is especially useful for members and staff when items have been referred to particular Board members or executives for action between Board meetings.

It is the responsibility of all members to ensure that the minutes are accurate. The minutes record:

• who attended the meeting, for what period and whether anyone left the meeting for conflict of interest reasons, noting if they are members, ex-officio members, presenters, management or contractors
• which members gave their apologies and were unable to attend
• each agenda item, even if only noted or nothing was presented
• the outcome of each discussion of an agenda item or paper with a record of any dissenting viewpoints and the key reasons for the decision
• any new procedures or policies decided
• actions to be taken including outstanding issues to be progressed and reconsidered at the next meeting
• a signature block for the Chair to be signed at the following meeting once all amendments have been taken into account

Sample : Minutes template (PDF 21.7 KB)

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Access to Board papers

Members have a right of access to the Board's documents, such as the records of meetings and declarations of private interests, to assist them in performing their duties. Members are permitted to retain their papers at the end of a Board meeting.

It has become common practice in Australia for companies to enter into a deed of access with their directors and officers. The deed provides the individual with access to company documents and records should a claim ever be made against them relating to their office now and in the future (subject to the Limitation of Actions Act 1958). Some public entities make use of deeds of access. All public entities should consider making use of deeds of access to clarify the rights of Board members and ex Board members when they accept an appointment.

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Annual agenda

Boards should have an annual agenda cycle to ensure thorough reporting, including the allocation of time for the financial reporting cycle, strategic planning and committee reporting.

During the course of the year the Board considers different agenda items. The Board should consider adopting a rolling twelve month Board calendar to achieve an even distribution of work over the year. This should include all scheduled Board and committee meetings as well as major corporate and Board meetings to be carried out in that given month.

Sample : Annual agenda (PDF 12.7 KB)

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Self- assessment questions about Board meetings

• Does the Chair set the agenda with the CEO taking into account other members' suggestions and issues arising from the last meeting?
• Is the agenda and supporting documentation supplied at least five working days before the meeting?
• Have all Board members read the papers and thought through the issues?
• Does your Board culture encourage:
  • teamwork
  • frank and open discussion
  • seeking independent advice and expert opinion when there are gaps in members' expertise/understanding
  • external professional assessment of the Board's performance at least once every two years?
• Does the Chair effectively balance time constraints with the need to ensure proper discussion on matters of interest?
• Does the Chair ensure differing viewpoints are accurately recorded in the minutes?
• Does the Chair clear the minutes within one week of the meeting to ensure accuracy?

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