Meetings of the governing body provide the mechanism through which strategic decisions are taken and the organisation’s performance is monitored. It is vital that the agenda of each meeting is properly structured in order to ensure that the governing body considers the right issues and thus makes the right decisions.
“In law and in terms of governance codes like King IV, governing bodies have wide responsibilities, including ultimate responsibility for the organisation’s performance and, in the case of companies, directors are held personally liable for the decisions taken,” says Anton van Wyk, Chair of the Corporate Governance Network, a forum of the Institute of Directors in Southern Africa sponsored by PwC. “As the responsibilities of the governing body expand, it is vital that the agendas for its meeting provide the right framework to encourage the right decisions to be taken.”
Clearly, the ideal agenda for any governing body would be driven by the organisation’s unique strategy and context. The Chair is responsible for compiling the agenda, in consultation with the CEO and the company secretary, and the process should be informed by the following principles:
As already noted, the actual items on the governing-body agenda would depend on the organisation’s particular circumstances and strategy. However, the following should be considered as permanent agenda items:
“Time spent on crafting an agenda that promotes the right level of conversation about the right issues is time well-spent,” concludes van Wyk. “Without it, it is likely the governing body will not exercise oversight effectively, and will fail in its duty to guide the organisation successfully into an uncertain future.”
The IoDSA’s Corporate Governance Network has recently published a paper on this topic: The governing body agenda. Two other papers relate to this topic: Governing body’s role in cyber resilience and Governing bodies’ role in preserving the broad moral landscape.
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