What is a Consent Agenda for a Board Meeting, according to Board Members?

Effective board meetings are fundamental for good governance. However, maximizing their productivity is challenging. Research indicates the average meeting duration is 45 minutes, with larger groups (over 20 attendees) exceeding 70 minutes.

A well-constructed consent agenda tackles the very issue highlighted by the Financial Times – non-productive meeting time. In fact, this is a concern shared by 42% of employees who feel unproductive in a significant portion of their meetings.

By strategically grouping routine business items, executives can free up valuable time for strategic discussions and decision-making. 

This article delves into the benefits and best practices for creating a consensus agenda within your board structure. Besides, it also explores what not to include in a board meeting agenda.

As a bonus, you can download a sample consent agenda and customize it to meet the specific needs of your company.

What is a consent agenda for a board meeting?

A consent agenda (also called a consent calendar) groups non-controversial, recurring items into a single agenda entry. In turn, allowing for a swift, single vote instead of individual motions. 

This tool is often led by principles from Robert’s Rules of Order, a well-known guide outlining procedures for conducting fair and orderly meetings. Thus, Robert’s Rules of Order agenda facilitates a more structured approach for different types of gatherings, including CAB meetings.

Cameron Herold, who is the Founder of the COO Alliance, stresses the significance of having a meeting agenda:

“I’ve found that without an agenda guiding the discussion, it’s also common for attendees to ramble, or engage in simultaneous side conversations — all outcomes detrimental to taking your company to the next level.”

Speaking about the benefits, the consent agenda frees up valuable time to delve into more pressing matters, crises, or agenda items sparking healthy debate. Additionally, it boosts meeting productivity by cutting down the meeting time by up to 60 minutes! That’s an entire hour a board can dedicate to more strategic and impactful discussions.

Moreover, by incorporating a well-designed consent agenda, boards can ensure their meetings are focused, productive, and achieve the desired outcomes as Betsy Dougert, VP of External Relations at SCORE, emphasizes in her article: 

“Each meeting needs an agenda that clearly defines what you’re trying to accomplish… There should be a clear objective, such as a decision, a plan or a learning opportunity, and clear takeaways, including action items and people assigned to those steps…”

Read our dedicated article to learn more about the committee meeting agenda.

Consent agenda format: what items to include

A well-crafted board consent agenda is based on one important principle: familiarity. Consequently, the topics covered should be routine non-controversial matters that board members are already familiar with. This allows for a seamless and speedy approval procedure. 

To further streamline the process, some boards pre-approve a list of typical consent items on the agenda for regularly scheduled sessions. This reduces the need for ongoing negotiations while ensuring consistency.

Here’s the key: everyone needs to be prepared. Thus, the good idea is to distribute the agenda and all supporting documents well in advance. This way, board members will have enough time to review and clarify, avoiding any surprises during the meeting.

Now, let’s delve into the types of items typically presented on a consent agenda:

• Routine reports. They include monthly financial reports, committee updates on ongoing projects, or staff performance summaries – anything that provides a status update without requiring major decisions.
• Meeting minutes. After a detailed review and any necessary corrections, board meeting minutes can be included for a final vote of approval. Consider including sample minutes with consent agenda sections.
• Non-controversial resolutions. These are predefined actions the board has already discussed and agreed upon. For example, personnel appointments or planned board retreats. The consent agenda serves as the final confirmation step for them.

Consent agenda example

To conduct an efficient meeting under consent agenda rules, there are two essential elements to consider. The first one is the non-controversial items such as financial reports, committee updates, and routine approvals.  

This section is streamlined to save time and grouped for a single vote, which means that the board can avoid lengthy discussions on routine matters. 

Consequently, this frees up valuable time for the second crucial element, which is new business. Here, the board dives into the heart of its purpose – and discusses the new topics and opportunities. At the same time, it’s a good idea to use a consent agenda template for optimized meeting flow.

Practical guidance on introducing and managing consent agenda items

The consent calendar is a beautiful beast in theory, capable of streamlining meetings and boosting boardroom efficiency. But implementing it effectively requires a firm hand and a clear understanding of the process. Despite the board governance models, the central figure is a board chair or a president. 

In its study “Five ways to increase your board’s long-term impact”, McKinsey & Company explains the role of the board chair in holding the gathering.

As the meeting’s leader, the chair is responsible for creating a clear agenda that takes into account both fiduciary and strategic topics. Also, this should encourage all board directors to voice their opinions and translate diverse viewpoints into actionable insights.

For this, it’s important to follow the determined procedure. This includes the following seven steps:

1. Sharing the agenda in advance and introducing the necessary consent agenda items.
2. Providing a context to ensure everyone is on the same page, such as examples of minutes with consent agenda.
3. Facilitating a discussion with any member who wants to remove an item for further consideration.
4. Pre-approving a list of typical consent agenda items for regularly scheduled meetings.
5. Ensuring all supporting documents are readily available for anyone who wishes to delve deeper into a specific item.
6. Keeping a record of all consent agenda items, including any objections or debates raised for future reference.
7. Encouraging board members to raise concerns about particular issues to achieve unanimous consent.

Challenges and best practices for consent agenda

While the consent agenda has many advantages, it is not a one-size-fits-all solution. Here are some potential challenges and considerations for adapting it to various board contexts:

1. Overloading the agenda

The biggest pitfall is overloading the consent agenda with too many items, turning it into another time-consuming routine. It seems like a significant portion of the time is already taken up by meetings!

According to the Wall Street Journal, the average worker spends two days a week in meetings and on email, which translates to 40% of their workweek. Executives have it even tougher, with MIT’s Sloan School of Management reporting they’re attached to meetings for some 23 hours a week.

Solution

Maintain a clear distinction between routine and debatable topics. For example, encourage board members to flag any items that might spark debate with a simple “discuss” note next to the item. Or, let’s say, revise the consent agenda to remove any items designated for further discussion based on the pre-meeting huddle.

2. Lack of transparency

According to organizational psychologist Adam Grant, meetings should have a clear purpose that falls into one of four categories: deciding, learning, bonding, or doing. A consent agenda that lacks a clear objective can become a mere checkbox, failing to engage board members.

Solution

Regularly review the consent agenda to ensure it aligns with these core purposes. If any items don’t require approval, consider communicating them through alternative methods or removing them from the agenda entirely.

3.  Mixed board composition

With a mix of new and tenured members, achieving consensus on the appropriateness of certain consent agenda items can be difficult. New board members may lack the institutional knowledge to feel comfortable approving some items, while tenured members may underestimate the need for additional context.

Solution

Consider implementing a tiered consent agenda system. This approach involves creating two (or more) consent agendas with different approval thresholds.  A “basic” consent agenda would include truly routine matters requiring minimal explanation, suitable for swift approval by the entire board.  A separate “clarification” consent agenda would include items that may require additional context or explanation for newer board members.  

Additionally, you may want to consider a board effectiveness checklist to help categorize the issues on these tiered agendas. This checklist might contain characteristics like the level of explanation required and the probability of disagreement.

Key takeaways

1. A consent agenda groups non-controversial, recurring board meeting items for a single vote, saving time for discussions on strategic matters.
2. A consent agenda streamlines meetings by freeing up time for important discussions, boosting productivity through shorter sessions, and ensuring focus.
3. A consent agenda incorporates routine reports (financial reports, committee updates, etc.), meeting minutes after review and corrections, and non-controversial resolutions already agreed upon.
4. Streamline consent agendas by pre-distributing materials, pre-approving routine items, clarifying discussion topics, and using tiers for mixed boards.

Important to note that board portal software is a proven solution for board meetings. It enables secure distribution of materials and agendas, pre-meeting review with annotations, and electronic voting – all within a single platform. This eliminates paper trails and streamlines approvals.

To maximize the efficiency of consent agendas, consider exploring our overview of top board portal providers. We compared features and pricing, to help you find the perfect solution for your board meetings!