What is a board calendar
It still surprises me when boards do not treat the creation of an annual board calendar as an important task. What is a board calendar? The Australian Institute of Company Directors (AICD)defines a board calendar as:
‘…a schedule of all the functions and tasks the board and its committees must perform during the year. These are allocated to specific board and committee meetings.’
A strategically thought through board calendar is the governance equivalent of a management team work plan. It lays out what needs to be done and when across the annual board cycle.
Paying attention to what the board directly controls
On reflection, there is much that boards do not directly control. The board’s role is to govern, not manage, so operational matters are typically delegated to the CEO. In addition, individual boards do not control the proclamation of laws and regulations, that is government’s job. With the exception of a limited number of large global corporations, a board of directors cannot do much to shift economic or societal trends, nor can they force customers to buy their products or use their services.
Yet there are several important levers that all boards can control of and pay attention to. Matters that virtually all company directors control includes:
* The appointment, review and dismissal of the CEO
* What is delegated to the CEO and their team and how the performance of management is reviewed
* The culture of the board itself and the organisational culture they seek to promulgate with and through the CEO and leadership group
* Risk and financial parameters
* The focus and content of the regular meeting agenda – the board papers
* How the board’s annual meeting cycle is structured to cover off to address strategic, operational, policy, financial and compliance issues
The rationale for paying attention to the board calendar
The board calendar is one of the means by which company directors ensure that they govern well, from both strategic and operational perspectives. For example, if too much time is being chewed up in day to day problem solving and compliance in regular board sessions, directors can schedule strategy workshops as a counterbalance.
Similarly, time can be allocated in advance to meet with the auditors, review specific policies or undertake professional development. A comprehensive board calendar ensures not only that directors cover key compliance and regulatory items but also have time for deep reflection and learning.
In summary, the annual calendar is the means by which any board can control what it discusses, when, and for what purpose.
Drafting the calendar
I normally sit down with the CEO to start planning the board calendar at least two to three months before the end of the financial or calendar year. In the first instance, management should populate the draft Board Calendar with key compliance and regulatory functions :audit reports, shareholder or stakeholder reporting, the annual AGM and regulatory reviews if applicable. Geographical meeting locations can also be planned in advance if directors are in the practice of moving around the nation or overseas. Draft committee meeting dates should also be included and aligned with board requirements. For example, finance, audit and risk committee review and sign off of audit and risk reports in time for inclusion in regular board meetings.
As noted, space can be set aside for learning and development activities. I am also a fan of boards scheduling time to formally and informally reflect. For example, a mid-year discussion of company or enterprise performance – what is working, what’s not, and what corrective action may need to be taken in the second half. Regular end of year and end of project ‘lessons learned’ reviews can also lead to valuable insights and changes in approach.
I recommend that the board sets the draft calendar towards the end of the year and reviews it again in the first meeting of the new year.
Getting into a productive governance rhythm
A well-constructed board calendar helps create a productive rhythm for directors and management through balancing strategy with compliance, short term results with long term sustainability, implementation oversight with learning and reflection.
Philip Pogson FAICD, March 2025
Philip has been a company director, Chair, and business owner for 25 years. He consults and advises on strategy and governance across a range of business sectors and also co-owns and operates a music production and promotion business.