Beyond the humble agenda

[00:00:00] Intro: Welcome to Minutes by Boardcycle, where in each episode we pack the insights from one of Australia's boardroom leaders into just a few minutes.

[00:00:08] Intro: Today's podcast guest is Mark Johnson, Chair of HCF, Councillor at the University of New South Wales and Director of Aurecon, Goodman, Sydney Airport Corporation and Metcash. Mark talks to our host, Richard Conway, about the importance of the humble agenda.

[00:00:30] Richard Conway: Hello and welcome to the Minutes podcast.

[00:00:32] Richard Conway: I'm your host, Richard Conway. And today I'm honoured to be joined by Mark Johnson. Mark is the Chair of HCF. He's also a Councillor at the university of New South Wales and a Director at Metcash, Aurecon, Goodman, and Sydney Airport Corporation. Prior to his non-executive director career, Mark had an extensive career in audit and finance, where he was the CEO of PwC Australia.

[00:00:55] Richard Conway: Welcome, Mark.

[00:00:56] Mark Johnson: Thanks, Richard.

[00:00:57] Richard Conway: So, Mark, today I wanted to quiz you [00:01:00] about the humble agenda. which is not something that we often get to hear from directors like yourself about. And I guess I think what's overlooked about agendas is there's nothing else so clearly and specifically demonstrates what's most important to a board at a particular point in time.

[00:01:18] Richard Conway: So it literally defines down to the five minute interval, what a board will and will not spend its time on during a given meeting. Mark, as the Chair of the HCF board and also the Chair of a number of committees in your other roles, I wanted to ask you how much time you put into thinking about, the agendas for those boards and committee meetings, and do you see it as just as an administrative job or something more?

[00:01:44] Mark Johnson: Yeah, thanks Richard. Well, certainly I don't think an agenda is a humble thing. I think an agenda is an incredibly important thing. In my experience, the thinking about agendas doesn't happen just before a meeting. It happens in many cases months, in some cases a [00:02:00] year in advance of meetings. So we can give you an example of one of the boards I'm on, every year we do our strategy and our assessment of risk in the business, and we come up with our current year plan. But we also identify those areas against that backdrop, where we should be spending our time as a board. Quite often we'll come up with some themes that come off the back of that. And it may well be, for example, that we pick seven or eight themes that are very critical to the success of the strategy and the company in the next year.

[00:02:27] Mark Johnson: And we will make sure when we look at our rotating schedule, so you might have a board that meets eight times a year. We might make sure that we're covering all those eight items at least twice through that annual process. And then we'll update that list, obviously, as things progress, new opportunities emerge, things that we are looking at come off the agenda.

[00:02:49] Mark Johnson: And the typical sort of agenda is looking, obviously, at we want to focus on the strategy of the business regularly. We want to focus on M&A. We want to focus on talent. We want to [00:03:00] focus on technology. We want to focus on a competitive assessment, emerging entrance in the business and market. And we want to focus on the key issues that we've set strategically we need to succeed on.

[00:03:13] Mark Johnson: So obviously that would vary from company to company, but we spent a lot of time thinking about what the agenda should look like. And actually planning out. So I'll quite often where I'm chairman and I've been chairman of three companies, I will sit down with the company secretary and the CEO, we’ll identify what the key themes are strategically, we’ll pull out the meetings for a year, and we'll work out when we're going to have them, the discussion.

[00:03:36] Mark Johnson: So, for example, we might say, top team talent is a big issue for us. The top team, we'll talk about at the board, not the people committee, and we're going to do that twice a year. And it's going to be March and September. We're going to do that and it goes straight on the schedule.

[00:03:51] Mark Johnson: So we'll do a lot of thinking about those sorts of things, and so as we come to look at an individual meeting, quite often we populated the topics for the [00:04:00] year in advance, in thinking them through. The other thing we've done in a couple of places, which I think has worked really well, we've broken the agendas down into three big buckets. One is performance, the second is strategy, and the third is governance.

[00:04:15] Mark Johnson: At some boards I've been on, meetings start with the minutes, the matters arising, and some key governance questions. And you find that a lot of time gets taken on some of those things, and you're squeezed up against time when you're talking about some of the bigger strategic matters. So, at some of the better places I'm at now we talk briefly about performance that'll be the MD and the CFO reports.

[00:04:39] Mark Johnson: That's to really put context on how we're doing against the plans that we've set for ourselves and performing and market expectations and the like. Then we'll go to the strategic agenda items, which will be those that we've scheduled for the meeting or have been put forward by the management team.

[00:04:54] Mark Johnson: And then finally, we'll go to governance then, so it may well be e.g. discussions of subcommittee [00:05:00] minutes, key matters of governance, e. g. updates to charters, these sorts of things, all get discussed towards the back end. At one or two places now, we do flag items that are going to be taken as noted or approved without further comment, and we allow every director right up front to say, in that section of the papers flag, these items for discussion, if you wish to discuss them, but if you're happy with them, they will be noted or approved as they may be.

[00:05:27] Mark Johnson: So, it might be some pretty routine stuff, but anybody can call out that it isn't routine and we'll have a conversation, but they do that up front. Quite often that will take quite a few items off the agenda and give you back a bit of time and avoid needless conversation on things that aren't important.

[00:05:42] Mark Johnson: So, you know, we think very deeply about those sorts of agendas. The other thing we try and think deeply about is the order of topics and how long our meetings are. And you know, some boards had committees the day beforehand, they had dinners, one or two dinners. If you leave the most important strategic item to four [00:06:00] o'clock on day two, sometimes you're not doing justice to the sort of output you need for the subject matter at hand.

[00:06:07] Mark Johnson: And so thinking pretty carefully about how you break your agenda up, are there four really big meaty strategic items that you're talking about at that meeting? Do you put them on the beginning of day two? Do you do half on one day and half on the other day? How do you think about outputs? I think that's really important.

[00:06:28] Mark Johnson: And then at some boards, you know, it's not just a question of the agenda. It's, do you have a director you want to lead the challenge on a particular topic? At some places I've seen them say, well, Bill, would you mind leading on that topic? And, obviously apply, you know, six hats thinking or, you know, and, and try and encourage a better discussion than others.

[00:06:47] Mark Johnson: So I think the way you run a meeting, and the way you think about agendas are not mutually exclusive. I think you need to look at them very carefully and I don't think you think about them the day [00:07:00] before the meeting, I think, or a month before the meeting when you're expecting people to prepare papers.

[00:07:05] Mark Johnson: I think you're actually thinking about the cadence and the strategic thrust of your agenda for the whole of a year or beyond.

[00:07:12] Richard Conway: Yeah. Great. Thank you, Mark. I think you've pulled out some really specific examples of what people should be thinking about with agendas there. So that's really useful. One of the things you emphasise there is around thinking about how you group or organise the agenda items.

[00:07:29] Richard Conway: And you touched on grouping items thematically as one approach. Also thinking about sort of the time of day that particular items happen in an agenda to get the best out of the board I guess there. Other approaches that we see happen, putting all of your items that require decisions earlier in the meeting and perhaps putting things that are more informational later in the meeting.

[00:07:51] Richard Conway: And then another approach that often plays out is trying to group things to minimise the number of people who are not on the board [00:08:00] who need to come in and out of the meeting. And I just wanted to ask you, do you think there's a best approach there, or do you think you have to kind of balance those different things, or do you have a preference personally?

[00:08:12] Mark Johnson: Well, I think to be honest, if you're thinking about a meeting, it needs to be very tailored for every meeting because there'll be some meetings where you can group items together and you can have people come in and leave and there'll be others where you can't and it really does depend on what the subject matter is.

[00:08:27] Mark Johnson: And I think you can have some broad rules, e. g. we want to spend more time in these areas. And so agenda wise, don't bring us forward things that don't sit in these buckets absent, you know, a regulatory intervention or something else. Don't give us papers that are longer than this length of time.

[00:08:45] Mark Johnson: Because yeah, the other big issue is how long are the papers? You know, we can get some pretty lazy papers at boards where they're, you know, 15, 20, 30 pages and you sort of go, well, put yourself in our shoes. What do we really need to know, and what [00:09:00] questions are you asking us to consider?

[00:09:02] Mark Johnson: Quite often people will just do a dump. And you're saying, well, tell me what I need to know in an insight sense and give me a recommendation and then give me the questions you want us to consider. I think there needs to be a lot of thought about what you're trying to use your board for and how you're using it.

[00:09:17] Mark Johnson: So, I think what works for one meeting might not work for the next meeting. So, I think the richer the thinking in advance of a meeting, the better. I'd like to say that I do this every single meeting, but I don't, but quite often I'll look back and I'll go, well, could we have done that a little differently?

[00:09:34] Mark Johnson: Most of my boards, we arrange to have somebody at the end of a board meeting, give some feedback on how the day went and could we have done things differently? And we quite often iterating and learning and getting better as we go. In addition to the annual self assessment or the three yearly external assessment process as well.

[00:09:51] Mark Johnson: So I'm not really giving you a clear answer there other than to say, the things you raise that are all very reasonable and realistic and you do need to think about those things. But I don't know [00:10:00] you can have a hard and fast rule when the agendas vary so much.

[00:10:03] Richard Conway: Yep. And I guess these meetings are important. So taking a tailored approach for what's right for a particular meeting makes sense there as well.

[00:10:11] Mark Johnson: I think so. And then every now and again, you've got to throw out the agenda and say, well, I know we're going to do these four items at this meeting, but we're actually throwing them out, something more important is cropped up or the results aren't going quite as well as we'd hoped and we need to pause and reflect on that.

[00:10:25] Mark Johnson: And there's always people issues and regulator issues and a range of other things that are upsetting the apple cart. So you've got to be agile here. But I do think it's important pretty much a month or six weeks out, as soon as you finish one board meeting, I think the next week, the CEO and the chair and the company secretary should be sitting down to plan the next meeting, I think, and pretty carefully.

[00:10:48] Richard Conway: Yep. Absolutely. And so, Mark, you've talked there about, the issue of, covering, a lot of topics on the board, but also needing to go to depth [00:11:00] on certain things.

[00:11:01] Richard Conway: So some things are complex. They just need the board to give them time to go through them. So do you have a particular approach that you take to balancing those things, and deciding, you talked earlier about the idea of putting some things at the end of the agenda, which are less likely to require time and giving directors at the beginning of the meeting, the opportunity to flag if they want to discuss those.

[00:11:26] Richard Conway: So that's obviously part of the approach, which sounds like a pretty effective idea there. But I imagine also sometimes you just have to make a decision that certain things just don't make the cut for this meeting. How should we think about what makes the cut and what doesn't?

[00:11:40] Mark Johnson: Well, I think if some things don't sit within the, if you've set yourself at the beginning of the year, these are the broad areas we need to cover to run this business. And I think you've got to be pretty ruthless about that. And equally, you've got to encourage and nurture management, and if the CEO says, listen, I want to bring Bill to the, to the board. They're doing a great piece of work in this area. It's [00:12:00] not big today, it'll be big tomorrow and I want you to see them.

[00:12:02] Mark Johnson: We might say, well, that's good enough. That's ticking a box. It's a talent box. This is something else we'll put it on. There might be other things we'll say, no, it's just not on the agenda enough. And, uh, we're not going to do it.

[00:12:11] Mark Johnson: So I think that selection process, which is normally the chair, the CEO, the company secretary together, consulting with committee chairs in some cases. I just think that's a very robust process for thinking about those things. And you just got to be ruthless sometimes.

[00:12:24] Mark Johnson: And of course, sometimes you start learning to say, we're just not going to get there. And I'm not going to do this topic proper justice by rushing it at the end, we're putting it off to the next meeting, or occasionally what we do is, we'll say there's a topic that's so important, that we might have a special call just on a topic.

[00:12:41] Mark Johnson: And quite often between meetings we'll go, oh gosh, this agenda's got away from us a little bit. This topic is too important, do you mind if we just have a special phone call on that one topic? The beauty of that is, it's great because you can have an hour on the phone, or by video, talking about a specific topic. And it's not too hard for people to find an hour [00:13:00] between meetings and do justice to a topic.

[00:13:03] Mark Johnson: Quite often we're doing our learning and education sessions that way, where we'll have a video, e. g. we've got a climate change forum that we, we want to, we want to tap into, or, you know, we had McKinsey, I know, one place give us a particular bit of feedback on something and we said, listen, let's not detract from the board, we'll do that separately. And people are generally happy within reason to dial into something special like that. So I think you just need to adapt to what's right. But, we will not put things on the agenda, we will move them to other meetings, we will take them off. And we'll be agile in meetings if we think we need more time on a topic to do justice to it and defer some other things.

[00:13:39] Mark Johnson: And I think there's no right or wrong way to do these things. I think the right or wrong way, I mean, ultimately you've got to have the interest of the company in mind driving, what the big areas of focus are for success. And as long as you've got that in the back of your mind, you can make these sorts of calls.

[00:13:53] Richard Conway: Absolutely. And Mark, just to finish up, I wanted to ask you if there was a new company secretary [00:14:00] who's starting at one of your organisations, what are the top two or three tips that you would give that person to make sure that they nailed the first agenda that they gave you as a chair?

[00:14:10] Mark Johnson: I think they should obviously understand what the cadence of the businesses are already because if they want to change them, it's helpful to understand how things are working at the moment.

[00:14:18] Mark Johnson: My own view is they need to have a good, open relationship with the CEO and the chair. I potentially, with the chair's permission, ask whether I could have a chat to the leadership team and the CEO and the various board members to get their perspectives on board agendas, papers, and how it all came together.

[00:14:36] Mark Johnson: So I'd probably do a bit of a listening exercise like good people do when they take on new roles. And then once I had clear carriage of the agenda, I'd probably say, having done that background research, I'd sit down with the chair and the CEO and craft that first agenda against the backdrop of the strategic themes of the organisation and what I've needed to achieve, but also the feedback you've got from each of the players. [00:15:00]