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Board Effectiveness

Board Committee Prep is a Team Sport

At most companies, each board committee has a “staff officer” who works with the corporate secretary to coordinate committee work. The staff officer’s expertise matches the committee’s role – the controller or internal auditor for the audit committee, someone in HR for the compensation or human capital management committee. Typically, the governance committee falls to the corporate secretary.  

These staff officers are key to committee effectiveness and are key teammates for corporate secretaries. Working together, they can ensure that agenda are well-crafted and committee time is well-spent. They also work together to see that committee briefing materials are well-prepared. They acquaint preparers with any “norms” the company has set for board briefing materials (e.g., decks not prose memos, not more than 12 pages, text must be at least 14pt font, each page must have a clear purpose stated at the top).  They help colleagues understand the committee’s role and that preparing materials for the committee is different from preparing materials for management.  

Staff officers and corporate secretaries can also leverage their experience to coach colleagues who are attending a committee meeting for the first time or will need to deal with a particularly contentious agenda topic. Some committees are looking for a “presentation” but more are looking for fulsome discussion. Preparing colleagues for committee discussion will make the employees more confident going into the discussion and committee meetings more effective. Helping those employees can also enhance those employees’ careers.

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Board Effectiveness

Educating Your Board – at Every Meeting

Increasingly, investors want to know what companies are doing to educate their boards – and look for that information in proxy statements. University law schools and business schools are offering multi-day seminars. Accounting firms and consultants offer on-line training. In addition, board education can also be happening at every board and committee meeting. But not in the way you are thinking.

For every meeting, management and board advisors prepare significant amounts of advance materials (often called “briefs”). Too often these materials are not as “educational” as they could be. Here are a few suggestions for remedying that:

  • Explain why the topic is on the agenda. Is it required to comply with a regulatory requirement? Is it driven by an internal process – like succession planning? Telling directors why they are being asked to address this agenda topic grounds everyone in an understanding of purpose. Write something like “The SEC requires that the Audit Committee at least annually review….” Also, explain whether this agenda topic 1) is “Offense” (growth-related) or “Defense (risk-mitigating) and 2) relates to Leadership, Strategy, or Execution  (Learn more about Foresight’s proprietary agenda topics hierarchy at foresight.board-ops.com).
  • Specify the desired outcome from the agenda topic. Review and discussion leading to advice to management? Alignment between board and management on strategy? Decision on proposed transaction? Telling directors what management, after consultation with the Lead Director or Chair, is looking to accomplish with the board will help to frame the discussion. Write something like “Following discussion, the committee will be asked to approve the updated executive compensation program and performance measures for the 2020-2022 performance period.”
  • Provide external context for the agenda topic. If other companies are addressing this same agenda topic in some fashion, note that and explain why they are. If this is a purely company-specific topic, say that. Say something like “As a result of our company’s 2019 acquisition of BBB Company, the company must decide/report/is subject to/whatever….”.  
  • Anticipate the question: “What are our peers doing about this?”  Whether the board is addressing a new corporate policy on hedging or a compensation program provision or almost any topic, management will be asked. Directors want to know what peers are doing – not to follow like lemmings but to understand the landscape of alternatives and practices being used by others in similar circumstances.
  • Help those drafting briefing materials to understand the board’s role. Help them to identify the information critical to the board decision-making. Sending 100 pages of dense data is unlikely to help the board make the best decision. Better to pick the key data points, explain why those are the key data points, and focus the brief on those data points that will enable the board to make the best strategic or leadership decision or to provide management with considered advice and insights.
  • If your company’s significant investors have a point of view on the agenda topic, include that information. If your investors have varying views, explain the reason for those divergent views, if known. This information may not be dispositive, but it should be provided.

Hopefully these suggestions are helpful to you. And, if you follow our suggestions, you and your board will be better prepared for board meetings and you can describe your improved approach to board briefs in your next proxy statement.

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Board Effectiveness

COVID-19 Response: Elevate Your Board’s Priorities

How to determine your board’s priorities during the COVID-19 pandemic? Your board had and still has three priorities:   

  1. Leadership – people questions
  2. Strategy – planning issues
  3. Execution – monitoring performance

What has changed is what your board should emphasize within those three priorities.

Your Board’s Leadership Priority

Leadership questions tend to be long-term. Example: Selecting the CEO has long-term (10-15 year) impact. But with COVID-19, some emphasis within the Leadership Priority has shifted as these other important Leadership decisions demonstrate:

  • What is your company’s executive succession plan – both emergency (e.g., CFO contracts COVID-19) and long-term (e.g., EVP of HR plans to retire in 3-5 years)? 
  • How should your board evaluate and compensate your CEO, including for your CEO and team’s handling of COVID-19 at your company? 
  • What are the risks in your company’s compensation system? How has COVID-19 changed those?
  • Does your board have the right combination of directors to oversee your company through COVID-19 and into the future? What tenure or age limits should apply to your directors? What perspectives or experience should be recruited? 
  • What workforce policies can help to build a specific corporate culture to best respond to new challenges?
  • What adjustments should your company make to adapt to COVID-19 workforce impacts including enhanced workplace safety due to COVID-19?

When making these Leadership decisions, your board is the main actor. Your management researches and advises your board on these questions.

Your Board’s Strategy Priority

Strategy questions (e.g., your company’s strategic plan) tend to have a medium-term time horizon (3-5 years). These questions require your board and management to work collaboratively. Your board cannot develop the first draft of your company’s strategic plan. Rather, management must propose a vision and path to move your company forward. Before approving your strategic plan, your board challenges management’s underlying assumptions, methods, and goals; debates the projected impact – including of COVID-19; and reviews every business unit’s major drivers. COVID-19 requires that your management and board revisit your company’s strategic plan in light of new opportunities, risks, and impacts. The desired outcome: your board approves an updated strategic plan that can carry your company through COVID-19.

Other important Strategy questions – with a COVID twist added – include:

  • How will your company grow? At what pace – factoring in COVID-19?
  • Into which new businesses or geographies should your company expand? Will COVID-19 slow expansion plans?
  • What are your company’s biggest risks (and how is your company mitigating them)? What additional risks has COVID-19 added or increased (and how will your company mitigate them)?
  • What new products or services should your company offer? Has COVID-19 reduced the viability of previously planned product launches? Are there opportunities for your company in COVID-19?  
  • Which of your existing products are at risk from COVID-19 or other product substitution, rather than direct competition? 
  • How have recent events changed your investors’ expectations regarding your company’s governance practices, employment practices – including equality, and ESG? Is your company adjusting to reflect those expectations?   
  • How well is your company engaging with the investment community and other stakeholders and adapting for COVID-19?

Your Board’s Execution Priority

Execution agenda topics tend to focus on tactics and results. The time horizon is short-term — this quarter, this year. Profitability and disclosure are typical execution agenda topics. Right now, your management is spending a good deal of energy on COVID-19 and equality. Here, your management is the main actor, running your company. Your board operates with their “noses in but fingers out,” monitoring performance. The board receives and reviews scorecards, including COVID-19 impacts, and watches carefully and questions where warranted.

Your Board’s Three Priorities Inform Each Other 

Each of your board’s three priorities (Leadership, Strategy, and Execution) inform the other two. For example, Execution agenda topics inform your board’s evaluation of management’s ability to deliver generally and specifically in the face of COVID-19. Certain Strategy agenda topics inform the evaluation of your management’s ability to think longer-term and to set a course that will guide your company through and beyond COVID-19. Some Leadership agenda topics determine which strategies have realistic goals in the face of COVID-19 and guide your board as it sets performance metrics for your management compensation in the Execution priority.

Upcoming Board Meeting Agenda Should Prioritize Leadership and Strategy

By overemphasizing Execution agenda topics during this COVID-19 crisis, your board and management might skew your board’s time-horizon to the short-term. Thinking that your board should focus solely on COVID-related agenda topics will starve the Leadership and Strategy agenda topics that will guide your company during COVID-19 and generate long-term success for your company. 

The Foresight® Solution

Using Foresight to plan your board and committee meeting agenda can help your board and management identify and elevate your board’s priorities and the agenda items that can drive your company’s success – in the face of COVID-19. Foresight’s agenda planning tool can also help you avoid misspent board and management time as well as highlight gaps your management and board should address to gain the maximum impact from your board’s efforts during these challenging times. For additional information about Foresight, click here: https://foresight.board-ops.com/

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Board Effectiveness

Skating to Where the Puck is Heading: Succession Planning

COVID-19 has reinforced the importance of ongoing executive succession planning as well as board succession planning. What follows are some suggestions for making that ongoing planning happen – starting with agenda planning. These suggestions apply to public and private companies.

Planning the Board’s Role in Executive Succession Planning

Putting executive succession planning on boards’ annual agenda calendars ensures that boards addresses this topic. An opportune time to take up this topic is following the board’s strategic plan review, so the succession planning process considers the company’s strategic evolution.

But succession planning is only one element of boards’ larger Human Capital Management processes. The board can also play a significant role in ensuring rigorous performance assessments (especially C-Suite assessments), coaching and mentoring, and career planning processes. Also, directors can serve as coaches and mentors for high potential executives or rising stars. Career planning is especially critical to advancement of women and minorities – as a lack of rotations with significant P/L responsibility often impedes progress toward C-Suite and the CEO role. 

Planning the Board’s Role in Board Succession and Refreshment

Getting the time on the agenda is a critical first step to board succession planning – which involves planning for both individual directors and the board as a whole.

Just as executives’ annual performance assessments are important to executive succession planning, annual director assessments are important to board succession processes. Annual assessments can reveal directors’ untapped strengths or aspirations as well as weaknesses that need addressing. Once recognized, untapped strengths and aspirations can be factored into committee assignment planning and committee chair rotation planning (it’s good practice to rotate committee members and chairs roughly every five years to maintain a sense of director equality and shared responsibility).

For identified weaknesses, an astute Lead Director or Governance Committee Chair can work with the director to develop a training plan (then share that plan with the governance committee or board). It can be as simple as spending more time with relevant company executives or on location to learn more about the company, attending a director education session at focused on a substantive area in which the director is weak. Behavioral issues can require one-on-one discussions. If another year passes and those weaknesses remain, the governance committee or board will face a tough decision as to whether to renominate the still weak director.

Increasingly, investors are interested in how boards conduct these annual assessments and what action boards take to address identified shortfalls. The desired information is easy to include in the proxy statement.

Committee assignments and rotations should appear as an agenda topic on the governance committee’s annual agenda calendar. Identifying and developing committee members and chairs to facilitate timely rotations is another pillar of board succession planning. Assume that all directors are capable of contributing to any committee; a doctor who leads a health care facility has experience in process management and controls that can benefit an audit committee.

Director recruitment planning is another element of board succession planning. As the company evolves, the board should too. In hockey, one skates to where the puck is going; the board should be building its future self for the future company. Increasingly, investors want boards to be diverse and include a mix of relevant experience (not to be confused with expertise), competencies, and perspectives. Investors want to understand the rationale for why the current director mix is appropriate and how they factor diversity into recruitment.

Some investors are also pressing for term limits or other means for boards to foster refreshment. Investors are interested in learning about how boards are planning to ensure that the future director mix will be appropriate for the future company. And boards are recognizing that board refreshment is the new normal. Effective recruitment planning does not just happen – it needs to be on governance committees’ annual agenda calendars.

In sum, directors and boards should be lacing up their skates and taking on the sometimes difficult topic of succession planning.

For additional insights into director succession planning, see Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship by Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Friday, June 7, 2019 at  https://bit.ly/3cxKV1Q

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Board Effectiveness

That benchmarking question is coming…

As you prepare for a board or committee meeting, you just know that you are going to get the question: “What are our peers doing?” You may get it from the CFO, the GC, the CEO, or the Committee Chair. If you are lucky, you get the question before the meeting. If you are really good, you anticipate and have the answer.

Why does the questioner care about what others are doing? It is as simple as the questioner wants to know if the company is or will be an outlier; there is sometimes safety in numbers.

Even if you do not get the question, knowing what your peers are doing about certain things can help you in your role:

  • Provide better advice to your board and board committees
  • Spot trends and be ready to explain them
  • Explain your approach in meetings with shareowners

Typical “peer questions” are –

  • Do our peers split the Chair and CEO roles?
  • Who are our peers’ independent auditors? What are our peers paying in audit fees, tax fees and non-audit fees?
  • Who are our peers’ compensation consultants?
  • What board committees do our peers have?
  • Do our peers have a board succession plan in place?
  • How many directors do our peers have? What is their gender make-up?
  • Do our peers have anti-hedging, clawback, and executive stock ownership policies?

If you are really organized, you already have your compensation peer group proxies bookmarked on your computer or you have saved some recent surveys by director recruiting firms or a professional association to your laptop. But still you need to dig around for the right data.

Being able to display those comparisons effectively allows you to convey your analysis clearly and make your point more powerful. That is where knowing when to use a “bar chart” or “donut” versus “radar” versus “sankey” graph to convey the information allows you to provide added value to deliberations.

Foresight presents peer information for just these occasions (it is just a click or two away) in the most clear and compelling manner.

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Board Effectiveness

Dividing up the work on strategy

Strategy is one of the board’s three Priorities. (The other two are Leadership and Execution). Yet the division of responsibility for strategy between the board and management is often unclear. That lack of clarity can create tension and inefficiencies.

The executive charged with clarifying the complementary roles of the board and management can start by laying out the parameters of “Strategy.” It covers:

  • Planning & Risk
  • Innovation
  • Capital Planning & Shareowners.

Planning and Risk

The strategic plan, capital plan, and the annual budget are all important articulations of strategy and planning. Start-ups may begin a year not knowing whether they can meet payroll come Q3 and Q4. Some smaller companies may only have an annual budget. These important tools enable enterprises to plan for and achieve greater progress.

Risk analysis is an essential element of planning. The 2002 “Enron” and 2008 banking crises increased the importance of risk oversight for the board – especially as it reviews and approves strategic plans. Understanding and articulating a company’s appetite for risk is a management function. But the board should understand and align with management, then oversee management’s implementation of the plans and risk mitigation.

Innovation

Boards can foster a corporate culture of innovation by showing interest in new products and services, improvements to existing products and services, as well as improvements to the supply chain, methods of production and service delivery.

Capital and Shareowners

The Board ensures efficient allocation of the company’s capital – acting on management’s analysis and recommendations to update and upgrade capital assets or dispose of underperforming assets. It must also understand the peculiarities of the company’s balance sheet, credit ratings, and shareowners (including their priorities and policies). And it oversees management’s communications with shareowners.

Divide the Work and Conquer the Marketplace

Management should:

  1. Drive development of the Company’s strategy
  2. Lay out the Company’s main purpose, the uses, and sources of funds, and
  3. Plan for profitability.

Then, the Board makes the decisions on key capital allocations and structural decisions. In doing this work on Strategy, the Board will be less hands-on than when it is working on Leadership.

Strategy Plan Meeting Process

It can be helpful to discuss well in advance of the (typically annual) strategic plan meeting how to approach preparation for and expectations for the meeting itself. Gaining alignment at this early point saves prep time and reduces disconnects at the meeting.

The meeting itself will cover a lot of ground – the company’s mission, M&A priorities, dividend levels, new product initiatives, shareowner base and priorities, the regulatory environment, expense management, the role of technology in the company’s business, marketing initiatives, customer value proposition and new business opportunities. Allow time for the board to reflect on the discussions and for management to respond to any open questions. Then, at the next regularly scheduled board meeting, approve the strategic plan, the capital plan, and the annual budget.

After board approval, management must execute these plans – and boards must monitor and oversee that execution.

Let Foresight help you develop agenda that ensure that your Board addresses your Company’s fundamental Strategy topics. Learn more at https://foresight.board-ops.com/

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Board Effectiveness

“You don’t manage people, you manage things; you lead people.”

Admiral Grace Murray Hopper’s point: leadership can make a dramatic difference to the people who make up an enterprise and, therefore, to the enterprise itself. For that reason, Leadership is one of every board’s three Priorities (the others are Strategy and Execution). A board’s role in Leadership focuses on three areas: Board, the C-Suite and Workforce.

Board Leadership

The board is a body of equals. It chooses its own leadership structure, typically either an independent or executive Chair or a Lead Director, and leaders.

The board identifies the need for and establishes its own committees, consistent with requirements of listing standards and regulations, its discretion, and its own governance guidelines. The board also assigns directors to committees.

The board benefits from continuously developing its own members’ individual knowledge and effectiveness through activities such as self-evaluations, individual director education, and training. The evaluations, required in part by various rules, lead to improvements in the board’s operations and its collective development as a governing body.

Committee chairs and members change over time; rotation is seen as good practice. For these reasons, succession planning is as necessary and beneficial for the board as it is for company executives.

Moreover, periodic reviews of board composition can identify gaps in Directors’ experiences and perspectives. Finally, each vacancy is an opportunity for the board to reassess and to bring new perspectives into the boardroom.

CEO and C-Suite

Boards meet regularly, but most not even monthly. Day-to-day, executives must manage the enterprise. Choosing a CEO is the most impactful decision a board makes. It must choose well, based upon articulated criteria and company strategy. Notably, a board can wait too long to replace a CEO because it does not have a “ready now” CEO successor or the commitment to replace a failing CEO.

Below the CEO level, either a committee or the full board assesses and confirms the CEO’s choice of top executives.

Executive compensation is of great interest to investors, media, activist shareholders, employees, and regulators. Interest exists because compensation programs drive priorities, decisions, and behavior, and, hopefully, company results. Compensation strategy, annual and long-term performance goals and awards, and compensation policies are part of a board’s work to ensure an effective C-Suite. Efforts to explain a company’s compensation philosophy, programs and decisions can take up one-third of a public company’s proxy statement and considerable time during investor engagements.

Workforce

The board makes some decisions that affect the entire workforce – even a global workforce. The board should understand, for example, management’s compensation philosophy (i.e., pay parity, target the mid-range versus top of the industry) and Management’s program for achieving and leveraging diversity within the workforce to achieve competitive advantage. Finally, the board can lead by example.

By thoughtfully planning board and committee agenda and processes and devoting appropriate time and effective deliberation to its Leadership priority and these three focus areas, a board can make a significant difference in a company’s performance.

About Foresight®

Foresight is the first complete corporate governance software solution for boards of directors at public companies. The cloud-based software simplifies board planning and enhances board compliance and performance. Foresight is designed for corporate secretaries, general counsel, CEOs, and lead directors.

Foresight enables users to:

  • Plan board priorities annually and meeting by meeting
  • Generate board and committee meeting agendas, minutes, and compliance reports
  • Compare meeting agenda topics to regulatory and other stakeholder obligations and expectations
  • Identify regulatory exceptions for timely correction
  • Export selected meeting and supporting documents
  • Generate draft “ready-for-editing” minutes
  • Generate and manage follow-up items after every meeting
  • Measure board performance against industry benchmarks  
  • Get tips for improving board priorities and performance throughout the year
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Board Effectiveness

Want to get your board out of the minutia?

CEOs often complain about their boards’ intrusion into management’s affairs. During over 150 extended interviews we did of CEOs, directors, and General Counsel, one CEO said it best: “My board is meddling in the minutia! They need to let me run the company.” 

How does that CEO help his board get out of the minutia? By looking at the decisions he is asking the board to make; that is, from board and committee meeting agendas. We analyzed the complaining CEOs’ agenda from a year of board and committee meetings. We saw that he was asking his board to spend time on many topics that management can handle better. In short, this CEO was unwittingly filling board and committee agenda with “Execution” agenda topics. Execution is one of three major Board Priorities that we use in Foresight’s proprietary board analytics. (The other two Board Priorities are Leadership and Strategy. More about those in later posts.)

Execution agenda topics tend to have a short time horizon: today, this quarter or this year. The board, as a body, has the least impact on these agenda topics as they require day-to-day attention. The board’s role here should generally be “noses in, fingers out.” 

The Execution priority includes monitoring (but not managing) three focus areas:

Profitability and DisclosureBalancing short-term profits and long-term growth/gain. Ensuring integrity and accuracy in disclosures.
Compliance, Quality & IntegrityLeveraging these to create a competitive advantage.
TransactionsEvaluating and approving transactions consistent with the company’s strategy.

These agenda topics are not about the goals, processes, systems, or people to spur a company’s future growth and innovation. These Execution agenda topics relate to the past. They are indicia of results – and management’s success or failure. They are well suited to scorecards and summaries. These Execution topics are suitable for vigilant monitoring by the board rather than deep intrusion. The key is management’s ability to summarize the relevant information in pre-meeting materials in a manner that the board trusts so the board can spend less meeting time to effectively monitor management’s performance.

Here’s one important exception to the “fingers out” maxim: if as it monitors these Execution agenda topics, the board sees a warning sign of business or leaders going off course, then it must address an emerging problem. More importantly, if the board doubts management’s information, quick board action is required.

Companies must strive to establish the appropriate balance among the three Board Priorities: Leadership, Strategy, and Execution over time.  No one of the three Priorities should dominate the others. That is why we developed Foresight as a tool for understanding, analyzing, and adjusting the board’s agenda.  Our analytics tell the CEO, the board and its leaders, the General Counsel and the rest of the C-suite what the annual, meeting by meeting priorities of the board were as the year progressed, compared to their intentions.

Overemphasizing Execution agenda topics deprives the board time and energy for agenda topics in Foresight’s Leadership and Strategy Board Priorities. The board can add more value when considering these agenda topics and should elevate them above Execution.

So, to the CEOs who complain about their boards “meddling in the minutia”, we say “You must measure how you are asking your board to allocate its attention amongst the three Board Priorities (Execution, Leadership and Strategy).“  Let Foresight help you rework your board and committee agendas and get your board working on the agenda topics that can better leverage your board members’ strengths and drive your company’s success. 

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Board Effectiveness

That topic is on next meeting’s agenda.

Do your directors go off topic; asking about subjects that you already plan to cover later in the year? An annual agenda calendar solves that problem and helps management and board leadership better guide the board’s work.

Annual agenda building is about encompassing it all. And, no matter who does the annual agenda planning and later revisions, they face the same dilemmas

  • How to fit in all the required, appropriate, and aspirational Agenda Topics and decisions into the limited time the Board is together — giving each agenda topic enough time for deliberation, debate, and decision?
  • How to organize the Agenda Topics in a logical flow and budget the right amount of time for effectiveness?
  • How to achieve the appropriate balance between topics that build the business, and topics that protect the Company from loss?
  • How to achieve the right emphasis on the most important agenda topics? 
  • Is the Board making the best possible use of its valuable time?

Best use of the board and committees’ limited time requires thoughtful and rigorous agenda planning, followed by prioritization of agenda items.  This can be implemented using four important principles.

First, a well laid out annual agenda establishes clear cadences and allocation of responsibilities (between the board and committees) for the board’s key processes — such as

  • Strategic planning
  • Annual budgeting and business reviews
  • Management evaluation, development, and compensation
  • Investor engagement and annual meeting planning
  • Board evaluation process and leadership decisions

Second, good board and committee agenda planning results in annual agenda items synchronizing with the Company’s business cycle.  Information comes to the board and committees at the appropriate time, when it is needed for advance planning or decision-making, and when it is top of mind for management.

Third, the annual agenda should align each committee with its charter responsibilities, to ensure that all committees are covering their assigned duties.

Fourth, each committee and the full board should review and provide input into the annual agenda.   Recent shareholder governance codes urge boards to proactively adopt good agenda-setting habits.

If both the board and committees engage in annual agenda planning, the result should be better alignment, and less time lost to wondering (or worrying) about when the board and committees will do what.

How to do all of this? Foresight brings board support into the 21st century, giving management a powerful planning and compliance solution – speeding management’s work in preparing for, executing, and reporting on board and committee meetings. 

Foresight streamlines and elevates the annual and individual meeting agenda planning process for and follow-ups to the calendar of board events. 

  • Before the new fiscal year begins, Foresight helps plan the board’s year, meeting by meeting, to ensure both compliance with the minimum requirements and a clear business purpose for each agenda topic, using either Foresight’s best practice template or your own annual agenda which Foresight compares to its database of requirements and goals. 
  • Before each board and committee meeting, Foresight helps adjust the agenda for each meeting. 
  • During each meeting, Foresight automatically documents the decisions made and generates draft meeting minutes suitable for editing by the General Counsel or Corporate Secretary. 
  • At the end of each meeting, Foresight helps identify and assign follow-up items from the CEO, the chair, the General Counsel, and others. 
  • At the end of the year, Foresight generates compliance checklists, helps evaluate the board and helps to identify ways to improve board performance the following year by providing analytics regarding agenda prioritization.