The Accountant Sep-Oct-2016

Management
This is followed
by voluntary
declaration of
interest on any
agenda item by
any member if he/
she deems fit. An
honest declaration
set the highway for
transparency and
trust between and
among members at
a meeting. This is
akin to laying cards
on the table for
the deliberations
to be fair and
transparent.
Another important
prelude is the
chairman should
ask members present to confirm the
agenda, make changes or state otherwise.
The matters proposed need not be radical
from the set agenda but variations and
methodology. They should seem relevant
to the overall company objective.
After this brief interlude and
concurrence, the pace is set for the meeting
to start. The agenda becomes the roadmap
and the sequence of the agenda becomes
the milestones. It is very important that
a chairman guides the meeting without
being biased or partisan, lest this makes
some withhold their honest contribution
for fear to cross the path of a chairman
and lead to a collision course. A meeting
becomes biased if a chairman is advancing
his personal agenda and views.
The CEO (Chief Executive Officer)/
Secretary needs to report the deliberations
and discussions as they are nothing
extenuate. The reporting needs to be
judicial in view of the pros and cons
of concluded. He needs not include
his opinion. Like in research findings,
concluding recommendations needs to
flow from the results of deliberations.
A conclusion, if factual and objective,
becomes reasonable and practical for
management to implement. Management
needs board decisions that are clear and
implementable. A board should also
have a panoramic view and envision the
implantation formalities of its decisions.
Agenda setting helps the planning process
for the CEO and his staff. It also helps
a board in its role of over sight, fiduciary
responsibility and duty of care. Care of the
company assets and liabilities on behalf of
shareholders and other stakeholders.
Nonetheless, experience is replete
with board meetings where failures are
common despite good agenda. This failure
arises when a chairman is not charismatic
and unaware of board group dynamics
and unspecified interests. Some members
hardly read from the same script. They
might have more personal interests than
the organization where they serve as board
members. Therefore they can derail a good
meeting and come up with unpopular
personally skewed decisions deliberately.
This is akin to acting from uninformed
exogenous partisan facts. This can also be
very bad to say the least. It can even border
on unethical and bad decisions. In some
cases directors have created situations that
have led to being charged in a court of law.
Agendas are important, but if irrelevant
and partisan agendas are introduced mid
way in the course of a scheduled meeting,
they can cause injury. In the first place the
discussants might not have the facts to
enable informed deliberation and decision.
It might put a chairman off guard if he/she
was not partisan. It might cause acrimony
among board/committee members when
some think they know and others do not
know. In some cases it can cause apathy
and derail process of further discussions.
The worst part of it is that it can put a
CEO in an awkward position to envisage
implementing what is not within a policy
and strategy of an organization. Some
board members could use such confusion
to victimize their perceived enemies in the
board and management. This has happened
in many unreported instances.
Such decisions become difficult to
implement because
they were not
based on facts but
heresy. They neither
are researched
nor supported
by any data and
information.
Depending on
the nature, such
decisions without
fact have tragically
landed board
members with
legal suits against
them jointly and
severally.
In Kenya, there are
many legal suits in
the corridors of our
courts. They range
from un-procedural sacking of CEOs,
accusations of directors misusing the trust
bestowed upon them by shareholders,
insider trading and many more.
All this is the result of not following
an agenda and introducing partisan
agendas mid way. Consequences of last
minute agenda items are that a board is
deliberating on a matter that they were not
prepared for. At this time and juncture, the
information is usually scanty. Sometimes
this mid way agenda is introduced
when members are tired, exhausted and
psychologically in the mood of ending a
meeting.
In conclusion, success of a good meeting
depends on a preset agenda and charisma
of a chairman. The chairman needs to steer
a meeting by following the preset agenda
to a logical conclusion. Therefore, setting,
planning and meticulously being able to
follow agenda items help in getting a good
outcome from a meeting. A resolution
of a meeting needs to be based on the
discussions which are agenda compliant.
Lastly there must be logical and judicial
recommendations based on the agenda
discussed. All these emphasize the
importance of agenda in formal meetings.
NB; Views expressed herein are personal
and do not have any bearing directly or
otherwise with any institution in general
or in particular where I serve as a director,
council member or consultant. This
presentation is made for academic and
educational purposes only. Any injury to
third a third party is regretted since it was
not intended to be so.
SEPTEMBER - OCTOBER 2016
15