Guide to Board Consent: Examples and Best Practices

As much as 70% of boards have poor performance. The other 30% perform better because they reconsider traditional approaches and find better ways to manage board consent. This article explores actionable tips to manage board consent and prepare for board meetings more effectively. Keep reading to learn the following:

• 4 purposes of board consent
• 3 practices to optimize board consents
• 3 best ways to manage consent agendas quicker

What is board consent?

Board consent is when the board of directors formally approves a specific corporate action, like hiring a law firm for a merger. There are a few types of company’s board consent in corporate governance:

• Written consent. It’s a formal decision made during the board or committee meeting. It is a written resolution approved by a majority vote and recorded in meeting minutes.
• Unanimous consent. Board members sign this written document in lieu of a meeting and a traditional voting procedure.
• Approval of business items. Board members vote to approve decisions, reports, and non-controversial items on the meeting agenda.

Board consent has the following purposes.

Board consent FAQ

Board consent vs resolution

A board resolution is a method of giving board consent. It is a formal written document, typically signed during a board meeting. Check a sample board resolution.

Boad consent vs stockholder consent

From a procedural perspective, board approval is the same as stockholder consent. Board members and stockholders are decision-makers who sign resolutions that approve important corporate decisions.

However, shareholders have a higher authority in governance matters than board directors. Some corporate decisions, like M&A and IPOs, need approval from stockholders alongside board approval. 

Board consents vs board minutes

Board consent is not the same as board meeting minutes. The purpose of board minutes is to document meeting decisions, including board consents and resolutions.

Board consent vs written consent

Unanimous written consent is a special form of board consent. It approves a corporate decision without an official board meeting. Check a sample of unanimous written consent from the SEC archives.

Board consent vs consent agenda

A consent agenda is a method of giving board consent to routine and non-controversial agenda items. Previous meeting minutes, reports, recurring contracts, and nominations are a few examples of consent items.

Why use a board consent agenda?

Many board topics need more attention. For instance, over 69% of directors surveyed by Spencer Stuart say they need more time for long-term strategy and performance, while 49% say the same about human capital. So how do boards optimize time management during meetings?

Competitive directors use consent agendas to optimize meetings and reserve more time for prime discussions. A board consent agenda collects important routine items in one item and allows board members to approve it in one motion (proposed action). The following items can be considered consent:

• Previous meeting minutes
• Financial reports
• Committee reports
• Recurring client contracts and agreements
• Routine regulatory filings

Here are the benefits of consent agendas:

• Time efficiency. The consent agenda groups routine items into one item, which makes approval much simpler than reviewing each item separately.
• Strategic focus. Boards can allocate much more time to strategic matters, capital allocation, or cybersecurity if they approve routine items in less than 5 minutes.
• Simplified governance. Companies can obtain necessary board approvals quickly and without formal meeting procedures.

3 best practices for implementing the board meeting consent agenda

Here are three steps to make consent agendas effective::

1. Identify consent items correctly
2. Provide supporting documentation in advance
3. Vote on consent items

Identify consent items correctly

Putting regular business items on the consent agenda is a common mistake. To make this agenda work, identify which items don’t need discussion. You can check the following self-assessment questions.

Provide supporting documentation in advance

Reserve sufficient preparation time if you anticipate board members to approve consent agendas smoothly. Consider a 1:1 ratio for meeting length and preparation time. The following steps will help you prepare the agenda before the meeting:

1. Populate the consent agenda with a digital board consent template. You can create a digital template in a board portal using a form builder and reuse it for as many meetings as you need.
2. Attach all supporting materials to consent agenda items and provide clarifications if necessary.
3. Distribute the agenda (consent + main) at least one week before the meeting.

Vote on consent items: Board consent example

Sometimes consent items need additional attention. You can follow Robert’s Rules of Order scripts to manage this scenario effectively.

3 ways board portals improve board consent

Over 70% of global boards explore digital tools. With board portals, directors and executives stay competitive and manage board consents more efficiently:

1. Distribute agendas in advance. Create consent agendas using form builders, attach supporting materials, compile board books, and share them in a few clicks.
2. Vote electronically. Voting options appear under each motion added to the agenda. It allows board members to approve consent agendas online.
3. Give consent without meetings. Sign reports, contracts, and other documents directly in the board portal. You can save and reuse your electronic signature.

Bottom line

• Board directors approve corporate decisions and documents by giving their formal consent. It can be a written resolution, approval of consent agenda, and unanimous written consent without a meeting.
• Distribute the consent agenda in advance and apply Robert’s Rules of Order for effective decision-making.
• Competitive boards manage digital consent agendas, sign documents electronically, and vote on business items in modern board portals.