What is a consent agenda?

Here are the best practices for preparing a consent agenda that keeps meetings efficient without compromising on governance:

• Define “consent-worthy” items clearly. Avoid information overload; only include matters that are routine, already vetted, and uncontested. Never use the consent block to fast-track new, material, or potentially contentious decisions.
• Circulate materials well in advance. Send supporting documents with the board pack so directors can review them before the meeting.
• Use clear, concise descriptions. Each item should be labelled so members immediately understand its purpose and scope and what input is required from them.
• Organise logically. Group similar items (for example, minutes, routine reports, or standard policy renewals) together for quick review.
• Include a removal mechanism. Allow any board member to pull an item from the consent agenda for separate discussion.
• Encourage preparation. Even though items are routine, remind board members to review all items on the consent agenda to avoid unintentional or uninformed approvals.
• Review periodically. Check that the consent agenda is being used appropriately and not hiding issues that deserve board attention. If board members consistently remove specific items, consider whether they should be included at all.

A consent agenda only works if both the chair and board members play their part before and during the meeting.

Before the meeting:

• The chair collaborates with the corporate secretary to identify routine items that don’t require discussion. The chair sees to it that these items are clearly communicated to board members in advance. The chair invites questions or objections and ensures any items needing further discussion are removed from the consent agenda and tabled appropriately.
• Board members review all consent agenda items thoroughly ahead of the meeting, raise any concerns or questions, and request the removal of items that require further debate. Members are accountable for understanding what they are approving and ensuring no important issues are overlooked.

During the meeting:

• The chair reviews the agenda and asks if any board member wants to exclude a specific consent agenda item. If so, since it no longer has full board approval, that item must then be removed for separate discussion.
• The chair then reads aloud the remaining consent items and may propose adopting the consent agenda as a whole. Typically, a formal vote isn’t required; if no one objects, the items are passed under unanimous consent.

When both roles are executed well, the consent agenda becomes a governance tool that leads to more effective board agenda planning.

Items should be removed from the consent agenda whenever any board member believes the matter requires discussion, clarification, or further analysis. Common reasons include:

• The item involves significant financial, legal, or reputational risk.
• There are unresolved questions or concerns about the content.
• The item represents a substantive policy change or new initiative.
• Directors feel the need for more context before approving.
• The issue has sparked further developments or external stakeholder interest.

Consent reports enforce pre-meeting review discipline and create a clear audit trail of what was and wasn’t debated. Meeting minutes show exactly which matters were adopted without debate and that every director had the opportunity to object, satisfying SOX, NYSE/Nasdaq and other governance or listing rules.

Documented uniformity means every routine approval is captured in one resolution. This gives auditors a single, time-stamped record, meeting regulatory requirements and reassuring future reviewers.

Directors are required to read board materials in advance of meetings. If they spot an error or red flag, the item is pulled for discussion, preventing silent rubber-stamping. As a compliance safeguard, any director can pull items for discussion up to 48 hours before or at the start of the meeting.

It’s important to note that a consent agenda should never be used for matters involving significant legal, financial, or reputational risk, or for new policies and initiatives that require thorough board debate and scrutiny. Such items must be discussed in full to meet compliance requirements and to ensure good governance.

Board Intelligence’s board management software supports this balance by streamlining pre-meeting review and approval of routine items, while enabling easy removal and focused discussion of higher-risk matters during meetings.

To reap the benefits of consent agendas, boards must approach them with discipline and clarity. Start by carefully selecting only routine, low-risk items that do not require discussion. All materials must be distributed well in advance to give directors ample time to review and raise any concerns. It’s also worth noting that items on the consent agenda are still important and deserve board members’ full attention; otherwise, they shouldn’t be on the agenda at all.

Understanding how a consent agenda can strengthen governance practices and optimise time in the boardroom leads to greater transparency and efficiency. When combined with the right tools, such as Board Intelligence’s board reporting software and our Agenda Planner tool, consent agendas free up valuable meeting time to focus on high-impact decisions that drive organisational success.