Submitted by Melinda Moore, FCIS, Manager, Corporate Governance, Ontario Hospital Association
A primary role of the board is to define the vision and develop the strategic directions for an organization. But how do boards make time to focus on strategy? Meetings often seem so filled with reporting, routine updates, on-going initiatives, and committee reports that there is no time available for discussions about the strategy and progress toward achieving the strategic objectives.
One important tool for agenda management is the Consent Agenda. By bundling regular, routine, and recurring business together in a “no discussion” part of the agenda, a board can free significant time in its meetings for generative discussions and deliberations on important emerging matters.
Who decides what is assigned to the Consent Agenda?
It’s the role of the Chair, in consultation with management, to develop the agenda for board meetings. Board deliberations should focus on matters that are significant to the organization and contribute to achieving its vision.
The consent agenda is intended to streamline the process for regular or routine issues, based upon the assumption that the item is self-explanatory and uncontroversial, for information only and/or confirms a previously discussed issue.
When the Chair and management review all the items of business to be addressed at a board meeting, consideration should be given as to which items are routine reports or updates that board discussion will not enhance. These items can be brought together in one section of the agenda under the title of Consent Agenda.
This approach allows the board’s meeting time to be spent discussing those matters that have a significant impact on the organization, affect its ability to achieve its strategic objectives, or relate to its on-going sustainability.
For boards with public meetings, there may be a consent agenda for the open meeting and a separate one for the in camera meeting. This allows each segment of the meeting to focus on strategic matters.
Frequently, a board will adopt a policy related to Consent Agenda to guide the Chair and management in identifying items for inclusion in the Consent Agenda. The policy (and the Chair) could encourage directors to reach out to the Chair or management ahead of the meeting for clarification on items included in the consent agenda. A sample policy is included in the Guide to Good Governance.
As with all board decisions, quorum requirements must be met when the consent agenda is acted upon by the board in order for those actions to be duly authorized.
What is included?
Items for which no discussion is anticipated can be assigned to the consent agenda. This may include matters for information (program update or committee minutes) or, decision (routine policy changes). Examples are reports on on-going projects where board input into decisions is not required; verification of the minutes of previous meetings; committee reports on routine business; program updates.
Dealing with an item through the consent agenda removes the opportunity for the board to discuss the item. This means that board members must be comfortable with the content before coming to the meeting. For this reason, only items for which reports are distributed in the pre-meeting materials should be included in the consent agenda.
Recommendations from Committees may also be good candidates for inclusion in the consent agenda as the Board has the assurance of the Committee that the matter has been thoroughly considered.
It may not be appropriate to include new matters in the consent agenda as these may require more discussion before directors can determine the appropriate action. For example, new proposed policies may be on the discussion agenda to ensure directors understand the purpose and implications while Committee recommendations of revisions to existing policies may be included in the consent agenda.
Can an item be removed from the Consent Agenda?
Prior to approval of the agenda for the meeting, any director can ask that an item be removed from the consent agenda.
The Chair has responsibility to determine when the matter will be discussed. It may be added to the discussion agenda of that meeting or it may be deferred to a subsequent meeting.
So how does it really work?
The Chair draws the board’s attention to the items listed under the consent agenda and asks whether any director would like any items removed from the consent agenda for discussion; a motion is not required to remove an item.
Individual items may be removed and the balance of the matters considered as a collective. For example, a quarterly program update may be removed from a committee report and the remainder of the items from that committee stays in the consent agenda.
The Chair confirms acceptance of the remaining items in the consent agenda. Some boards choose to pass a motion to accept all the items; others approve the items as part of approving the agenda for the meeting.
What is captured in the minutes for the Consent Agenda?
The minutes are the record of the decisions of the meeting and must include the full wording of resolutions for those actions to be seen to be done. The minutes should also note receipt of information reports so that evidence exists that the board received the information provided. [Further discussion of minutes was published in the September 2015 issue of Boards.]
Transitioning to a Consent Agenda
A board must own its decision processes and approach to governance, so Board leadership in advancing the introduction of a consent agenda will be important. Like any change to a board’s process, introducing a consent agenda will require explanation and education. The Chair or the Chair of the Governance Committee (or both) may be appropriate champions of this change. Board members who are familiar with a consent agenda from other boards they serve may be willing to share their experiences. Discussion by the Governance Committee of the benefits and transition plan may increase the understanding of Directors and assist in implementation.
As the board becomes comfortable with using a consent agenda, the benefits of more meeting time available to discuss strategy and emerging mission critical matters will enhance the board’s ability to lead the organization in achieving its vision and fulfilling its mission.