Is it time you developed a Board Calendar?
“The single biggest factor governing the level of trust in any organization is the behaviours of the top leader or leaders. Their actions set the tone for everything that happens in the culture.” – Bob Whipple.
The tone set by the Board defines the level of conduct expected and accepted by everyone else in the company. If the Board doesn’t show up, or board meetings are replaced by unstructured conversations around the office, then the company’s business will probably lack strategy, structure and accountability.
The Annual Board Calendar is a simple tool that brings some structure to the Board’s activities, and helps the Executive Team plan their work. Every company should develop its own Calendar. The Calendar for a relatively small company with two or three directors might simply set out when the Board will develop or review the strategic plan each year, when they develop and adopt the budget, and how often they review financial performance.
For more complex companies with external stakeholders (such as banks and secured creditors) or listed companies with external shareholders, the Calendar could be developed to include external reporting. Listed companies have quarterly reporting and continuous disclosure requirements that ought to be factored into the Calendar.
Lastly, it’s important to think about the company’s annual rhythm. For instance, if the company has a traditional year end of 30 June, most companies will aim to have the budget for the following year adopted before 30 June.
Logically, it is useful to have thought about the strategic plan, and any projects or strategies that will require financial commitments before developing the budget. Consequently, smaller companies might set a Calendar as follows:
- Jan-Mar – review and adopt strategy
- Apr-June – finalise capital expenditure plan and develop and adopt budget
- Jul-Sep – review and finalise previous year’s financial results and satisfy reporting obligations
- Sep-Dec – conduct business analysis to prepare for next strategic planning session.
Corporate governance might sound like business jargon, but at its heart it should be simple and fit for purpose. A Board Calendar provides some structure and organisation to the Board’s activities for the year. It will provide a focus for each Board meeting throughout the year to ensure that everything is covered in a logical order, and nothing important is overlooked.
Steps to create a Board Calendar
- Develop a list of key strategic and governance issues that the Board should consider throughout the year, and organise the issues logically
- Create a list of key stakeholders, their information requirements and important compliance and reporting dates
- arrange issues that are not time specific to distribute the Board’s workload evenly throughout the year, or when the Board might have more time to consider the issues
- Create a draft Calendar and share it with the Directors. Assume that the Calendar will evolve as the Board establishes its rhythm.
For the first few months, it might help to have meetings more frequently, as the systems and processes become established. Later, the appropriate frequency of meetings will become obvious. Boards should meet as often as required, but no more.
If the company is undergoing significant change, transformation or turnaround, then we advise Boards to meet more frequently.
“It’s only when the tide goes out that you learn who has been swimming naked” according to Warren Buffett.
Andrew Birch has worked with companies and organisations of all shapes and sizes, and can provide pragmatic and commercial advice on how to create a Board Calendar or improve your governance. Don’t hesitate to call him for a confidential and free discussion.