Blog Post

Who Owns the Agenda? Is it You?

Julie Williams, Steve Norton & the IDT team • 25 February 2021

If chairing a meeting is compared to conducting an orchestra, the agenda is the sheet music that underpins a successful outcome. Here we share tips and reminders on the importance of taking ownership for, and creating, a good agenda.

Who Owns the Agenda - Is this you?

You are chairing a meeting. How will you ensure that the meeting that you are leading will be valuable, effective and appropriate?

We shared previously our views on the role of the chair regarding the 3 ‘T’s’: timing, tone and talent. The first of these, timing, relies heavily of having an appropriate and achievable agenda. So, if you are chairing the meeting it is invaluable for you to have an agenda that meets your needs as a chair, as well as the collective needs of the board.

Maybe this is the first meeting that you have chaired, maybe you are an experienced Chairman, or maybe you are an experienced chairman but this is the first time you have chaired a meeting for this particular organisation. Whatever the scenario, the agenda is critical to the success of the meeting.

Here are some questions to consider:

·When did you see the agenda? (Have you seen the agenda?)

·How much input have you had to the agenda?

·How much input has every board member had to the agenda?

IDT Tip: See the creation of the Agenda as part of your meeting. Use it to create an ebb and flow of the meeting that reflects your style as chairman and encourages contribution by all attendees.


Standing Agenda

For many organisations it is appropriate to have a core standing agenda – a list of items that are part of every board meeting.

When taking on the role of the chairman with an established meeting framework you have probably been provided with the minutes of past meetings. Have you also received copies of the agenda for the last few meetings? If not, request them. This will give you an overview as to whether the agenda is followed, whether it only contains standard agenda items and, crucially as we’ll see below, how extensive ‘Any Other Business’ is to the discussion.

IDT Tip – ask to see past Agenda, not just past Minutes, when taking on the role of chair


We started with a question, who owns the agenda?

Ideally the board of directors should collectively own the agenda. It is their meeting, and their responsibility to ensure that their time spent in the meeting is effective and productive.

Hence, before any board meeting it is good practice for the chairman to issue a draft agenda, whether a standing agenda is used or not. IDT recommends that the circulation of the draft agenda should include the following additional points:

·A clearly stated purpose for the meeting

·The expected outcomes from the meeting

·A clearly stated time allocated for each agenda item

·A list of “must have” and “nice to have” attendees

·List of supporting information that will be provided: financial statements, reports, project updates, etc.

·A request for additional items to include in the agenda (as a replacement for AOB at the meeting – see below)

Board members should be given time to make suggestions for additional items and comment on the agenda. IDT recommends that the agenda is issued as a draft up to one month before each board meeting. This allows attendees to consider if there are any additional items that should be incorporated and to flag any topics where there may be updated information or more time required on a specific topic.

Up to two weeks should be given for finalising the agenda and the final agenda should be issued a week in advance with the relevant board papers.

Ideally the chairman will be responsible for this process, in this sense the chairman has taken, if not ownership of, then responsibility for the agenda.


The role of the Company Secretary

Where a board has the luxury of having an experienced company secretary, the chair should liaise with the company secretary prior to the meeting to ensure that the agenda captures all requirements and is achievable. A good company secretary will also offer their advice and opinion on prioritisation and will be able to draw on past experience of previous board meetings. A chairman dismisses this expertise and knowledge at their peril, whilst those that believe this role is purely administrative will soon lose the opportunity to draw on the expertise on offer.

For those companies without the benefit of an experienced company secretary, or perhaps with administrative support only, the chairman must take sole responsibility for the agenda to ensure that the meeting is beneficial and fit for purpose … and so that it aids his role during the meeting itself.


What should a Good Agenda Include?

IDT offer some things to consider for inclusion on an agenda.

·Pre meeting networking time (not always appropriate, but worth considering)

·Start time

·Finish time

·Mid meeting break (if it is expected to last longer than 90 minutes)

·Allocate e.g. two minutes to each member of the board to share their feelings, express their concerns etcetera. (The two minutes must be a strict two minutes)

We also offer some suggestions on things to allocate limited time to, or to leave off the agenda totally:

· Limited time: Meeting administration – whilst important and a good way to start the meeting, ensure that, as the chair, you don’t allow this time to extend into the meeting itself. Similarly limit administration during, and at the end of, the meeting. Noting action points to be recorded should be a brief clarification of the action, not an opportunity to continue the discussion.

· Limited time: ‘Approval of Previous Meeting Minutes’ – realistically these should have been approved after the last meeting when the meeting content was fresh in the minds of attendees. Allowing further comment or amendment at this next meeting implies that comments on the draft after each meeting is not a requirement and thus creates bad habits. It also has the potential to reignite the content of, and discussions at, previous meetings. Our Tip – limit this to confirmation of approval for the minutes and move on quickly.

· Avoid – ‘Any Other Business (AOB)’ – There are 2 schools on AOB – keep it in to allow further contribution by all attendees. Or take it out as it is one of the items that can most frequently result in an extended meeting time and lack of focus on the agreed agenda.

Our experience is this - disallowing AOB can be a most effective way of helping a board meeting achieve its purpose. The board will have had a month to get things on the agenda. The chairman should make it clear that only time critical issues that have arisen in the days before the board meeting can be added to any other business in all but the most business impacting cases. For example, a significant customer matter, an external action that impacts on the strategy of the organisation, an offer for the company.

AOB is usually at the end of a meeting but, if it is really beneficial to include it, we recommend that 5 minutes is given at the beginning of the meeting to raise AOB. As chairman you can then decide how important the additional business is and reallocate time to ensure that the meeting still meets its purpose and finishes within a reasonable time. Additional items raised by attendees between the final agenda being circulated and the day of the meeting can also be included at that stage at the Chairman’s discretion.

IDT Tip – try removing AOB, or adding it at the beginning of your next meeting.


Timings

Add approximate timings for each agenda item so that the time allotted for the meeting is appropriately allocated to each topic.

Through this, attendees will be able to clearly see and understand which topics have the most time allocated to them and, as a result, they should be prepared to contribute in more detail to those with longer time allocations.

IDT Tip: Prioritise, in the order of the agenda, those items that will require greater discussion or are a priority to discuss and progress. If an item is more significant than usual, consider bringing it forward in the agenda so it can be discussed when all attendees have a clear mind for discussion.

Do not allocate time based on the size of the supporting information. And definitely do not allow time in the meeting for attendees to read supporting information. If it has been submitted too late, it should be disregarded – director time is valuable and should be used appropriately. It is disrespectful, at the least, to expect a board member to read late submitted content.

Alternatively, if a board member has not read their board pack prior to the meeting, the chair and their fellow board members should be questioning this attendees’ time availability to contribute.

IDT Tip: Add approximate timings to each agenda item, ensure that administrative items have minimum time – ideally limited to 5 minutes at the beginning.

The Small Things Matter

Who is providing the admin support - minute-taking, action tracking, refreshments, etc? As Chair what have you agreed with this person and is everyone aware?

Don’t under-estimate the benefit of a well-supported meeting. Enabling the focus of attendees to deliver in their role and ensure the meeting is targeted and achieves results is, in large part, due to the encouragement of an effective chair and having surroundings and facilities that support effective discussion and contribution by all.

When will minutes of the meeting will be distributed, and when will comments on the draft version be expected? When will meeting packs and pre-reads be received before the meeting? What is the deadline for submission of supporting documentation? As was noted above, late submissions should not be tolerated without a good reason. Frequently late submissions to board packs should be refused. Consider inviting an individual who frequently submits their board information late for no good reason to attend the board and verbally present their information – just once should do the trick if your board is particularly challenging!

If these things are all set up and clearly stated, then the meeting process itself will run a lot smoother and attendees’ expectations will be managed.


So who Owns the Agenda?

The chairman … many things can be delegated but not this one. Without ownership of the agenda by the chairman, their ability to be effective in the role and lead a purposeful meeting is hampered.

If you are a chairman, see the agenda as a purely administrative task at your peril!


This article was created from recent discussions by the IDT team on the role of the chair based on our collective experience of chairing meetings as well as acting as non-executive directors and EO trustees.

If you would like to know more about how we can help your organisation contact us to arrange a confidential and free chat on info@directorsandtrustees.co.uk or tel: 0203 926 6000


Founders Perspective - Nigel Thornton, Agulhas Applied Knowledge

22 January 2025
Agulhas Applied Knowledge was founded in January 2003 and became employee owned in December 2020. Here Nigel Thornton , one of the 3 founder vendors, kindly shares his journey to making the decision to sell to an EOT, and beyond to its current position as an EOT, B-Corp certified company with the founders stepping back and a new leadership team in place. Why did you originally decide to sell to an EOT, and do you now believe that it was the right decision? I haven't regretted the choice to sell Agulhas to an EOT for one minute. Many years before we made the decision, we had talked to other founders of companies similar to ours, and heard how they were all struggling with the challenge of transition. I knew for a long time that we would have to come to a point where we did sell. We had three choices; the first was to wind the company down. The second was to look for a buyer, probably to a much larger company. And the third, thanks to the 2014 act, was the option to sell to the employees through the mechanism of an EOT. After living and breathing Agulhas for many years, the idea of winding down just didn't seem right, so we looked at the second two options more carefully. Once the three founders talked to others about selling out to a larger company (and we’d had some interest), or getting a venture capital injection, we realized it wasn’t an attractive option for us. We would end up doing the bidding of the buyer through the workout period, being vulnerable, really, to the new owners’ whims. A buyer would likely fire most of the staff, retaining only the seniors, and the company would be gone. From companies that had got venture capital funds we’d seen we’d be forced to grow rapidly to meet an investor’s requirements and become driven by the bottom line. In both these cases, what we'd created that was unique about Agulhas would be lost. We didn't want that to happen. So it became clear fairly quickly that the choice to sell to an EOT seemed best. It meant that the company could work effectively on the kind of things that we've always thought important. The culture of the company would be maintained. We could evolve from where we were rather than be forced to change. And actually it was better than that. It wasn’t the best worst option, quite the reverse. Soon after we made the choice to go for an EOT, and began working through what it meant, we realised that doing so was indeed consistent with our values. It was an expression of who we already were and the founders’ beliefs. And, as its worked out, I think we’ve found that for Agulhas, becoming an EOT was not as great a step as it might have been culturally, or practically. What stage is the Company at now, and what is your ongoing involvement, if any? We’re four years into our EOT life, and about halfway through the payoff of the deferred consideration. It’s gone slower that we’d hoped as our main client is the UK Government and there’s been a lot of disruption to our expected cashflow since December 2020 when we became an EOT. I've handed over being the CEO to Lauren Pett who had been our Chief Operating Officer. We did it in a very Agulhas way, evolving and having a phased process of her taking over. Since we became an EOT, the role of the staff has been strengthened through what we call the Co-Owners Forum (COF). This is still evolving, with informal and more formal working groups aligned to both areas of strategic priority for the company, and themes important to the staff. And the EOT has driven us to put in place more structured governance. We’re in the process of further developing the leadership roles in the company - what the oversight of the company board and the Trust Board means in practice - to ensure that there is a robust architecture to go forward towards and beyond Freedom Day. That’s meant a structured change to the roles that the three founders have, with us more clearly taking an oversight role through the board of Directors and the Trust Board, rather than day to day running of the company. Together with one of the other co-founders, Catherine Cameron, I’ve gone down to a four-day week. That’s for the good of us and the company, and is a deliberate internal and external signal. Beyond the CEO functions, one of the things that has enabled me to step back is the fact that we've employed people who can take on key tasks I used to do, for instance, finance and IT. I think its not unusual that if a company has grown around you, a founder ends up being a Jack or Jill of all trades. And a key thing for me is I’ve stepped out of managing our biggest client, which I’d done for over a decade. Such stepping back is the right thing to do, although doing so can be hard, it is important. When somebody asks me to do something, I’m finding myself saying, well, actually, that's not my problem anymore, go and ask so and so, it’s their job. It takes a while to get people used to that (and people still find it difficult sometimes) but, as a founder, you’ve been the last person that everybody looks to for so long it’s a hard habit for everyone to break. What have been the challenges since the transition, from your perspective as a Founder? I think when you have spent many, many years being where the buck stops, it's hard then not to think of you yourself in that role anymore. Just because it's habit, you think you are responsible for solving things because, actually, you have been responsible for solving things! You've woken up at three o'clock in the morning because it has been your responsibility to worry about whatever the company is facing, be it a cash flow issue or a delivery issue or a sticky relationship with a key client. So the first thing you've got to do is actually change where your head is at. And that's been a challenge for me. So I’ve needed to change my headspace, and also my actions. It also takes time for people to believe you when you say you aren’t going to be around forever and that you do want to step back. I think it's also a difficulty, or certainly one that I've had, which is to know when to say something and when not to say something, when to intervene and when not to intervene. You've got to let the new leadership take the decisions. And sometimes those decisions are not going to be the same as that you would have made, and sometimes there are going to be mistakes that you might see coming and you might warn people about, but actually they've got to go through and learn from the experience in the same way that I've learned over many years. And the best teacher is, in the end, experience. So it's important to calibrate when to keep your mouth shut, and crucially to be available to the new leadership if they want to ask you a question, ask what you think, to be helpful and supportive, so that they know that you have got their back if necessary. It’s delicate and I haven’t always got it right. The key issue for me is knowing that the company is safe; and that’s essentially about knowing that the beliefs, people and systems are sound, and that as far as possible there’s a secure commercial outlook. What have been the positive highlights that you can share with others? At each of the last three company away days, I've said a version of the same thing which is that 20 plus years ago, when we founded the company, if you had told me that Agulhas Applied Knowledge would have the number of staff we have, our diversity, the level of energy and interest they show in the work, and that we would have a portfolio that is as wide and interesting (and if I may say as influential) as we have, I probably wouldn't have believed you. We founded Agulhas because (apart from probably being unemployable by anyone else!) we wanted to do interesting and impactful work. We never set out as the founders to create a company that Agulhas has become. A lot of the recent change is down to the energy of our CEO, Lauren, along with the rest of our team, and the energy and creativity that being an EOT engenders. They and us have built on the foundations we created. And Agulhas has become something bigger than me or the founders; it's beyond us, and that is fantastic. The employee ownership trust creates a whole new dynamism and crystallizes the company as no longer about who we are, but about the collective energy and commitment of the entire workforce of Agulhas, our beliefs, values and its culture. And that is amazing. Truly amazing! As a Founder, and Seller, what advice would you give to leadership teams of an EO business? Firstly, don't rush. Set a clear direction, but realise the wheel can take time to turn. All the change, all the all the evolution of your company to be a fully fledged EOT is not going to happen overnight, and different parts of it will grow at different paces. There will be hiccups along the way. Which leads to the second point, its important therefore to start the process early and allow things to work through! My guess is that many founders start too late, often perhaps too close to the time when they should be moving on. Thirdly, don't be greedy. If you're greedy, if you want your payout early, if you want a lot of money, that's probably not a good thing. We had to slow down our deferred consideration repayment because our expected cashflow was heavily impacted, first by COVID and then by political machinations in the UK. We had to manage our payoff at a slower phase than we expected. I think those who look for too much money or want it too quickly run into trouble. Fourthly I think it's very important to be clear about the beliefs and values of the company; for us that was easy because our job has always been very clearly value driven. It's very important to get a sense of who you are as a company, your values, your culture, so that that can be shared amongst everybody. And if somebody comes into your company, its clear they're buying into that – and being an EOT is now who we are. Very soon after becoming an EOT we also applied for and became B-Corp certified (with a very high score I might say!). That was very good for us as the combination of both EOT and B Corp was a clear public declaration of what we stand for and communicated the identity of Agulhas internally and externally. Fifthly, get the governance right. That took us a bit, but we are well on the way. A long time ago as a young management consultant in one of the Big Four, I realised that most organisational problems boil down to two issues; role clarity and effective communication. Get those both right through the transition from a company that relies on the founders to one that is mature and no longer dependent on you, and you’ll not go far wrong. Agulhas Applied Knowledge was founded in January 2003 and became employee owned in December 2020. A research, evaluation, and consultancy specializing in international development and social policy, Agulhas is based in the UK working across the world with a variety of clients including governments, UN Agencies, NGOs, and international organizations. www.agulhas.co.uk Agulhas Applied Knowledge Trustee Limited has had an IDT independent trustee appointed to their trust board since July 2022.

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