In the autumn, a board does not just plan its next meeting but the whole of the following year. The budget is due, the general meeting and the strategy day need a date, and whatever is not fixed now has to be pieced together under time pressure in the spring.
A board's annual plan is the overview of all meetings in a financial year, together with the topics and deadlines that have to be dealt with at a particular point in time. In many companies it is also called the meeting calendar or the annual programme.
Why governance is to a large extent calendar work
Many of the board's duties are tied to dates. Art. 716a para. 1 of the Swiss Code of Obligations (CO) lists the non-transferable duties, among them financial planning, overall supervision of the executive management, preparing the annual report and preparing the general meeting. Some of these have a statutory deadline. The ordinary general meeting takes place within six months of the end of the financial year (Art. 699 para. 2 CO), and it must be convened at least 20 days in advance (Art. 700 para. 1 CO).
Counting back from there, a large part of the year almost plans itself. Before the invitation to the general meeting, the board has to approve the annual report and its motions. Before that, it needs the annual accounts and, where there is an auditor, the audit report. And the executive board needs a few weeks of lead time for the year-end closing.
In management theory, this relationship is described as the interdependence of leadership instruments, as taught at the Swiss Board School among others. The leadership calendar sets out which topics recur over the year. The meeting calendar distributes them across specific dates. And the agenda of each individual meeting comes out of both. The more abstract the level, the further it reaches into the future.
The recurring agenda items over the year
What an annual plan looks like depends on the company. For a company whose financial year matches the calendar year, with four ordinary meetings and a strategy day, it could look something like this:
| Timing | Meeting | Focus |
|---|---|---|
| February to March | Year-end meeting | Annual accounts and annual report, auditor's report, motion on the appropriation of profit, convening the general meeting |
| May to June | General meeting, followed by the constituent board meeting | Elections, committees, signing authorities |
| August to September | Half-year meeting and strategy day | Half-year figures, strategy review, risk assessment |
| November to December | Budget meeting | Budget and medium-term planning, objectives of the executive board, annual plan for the following year |
On top of this come topics that belong in every meeting: business performance with the current figures, liquidity, open action items and approval of the last minutes. Since the revision of Swiss company law, the company's solvency is expressly something the board monitors (Art. 725 para. 1 CO), and a fixed place on every agenda is the simplest way to do that.
What matters most for the annual plan is that lead times are planned in as well. A budget that is to be approved in December has to be prepared by the executive board in October. Whoever only enters the meeting in the annual plan, but not the date by which the documents must be available, has planned half the work.
From the annual plan to the action item
The annual plan is the start of a chain, and its links are more closely connected than they often appear in day-to-day work.
The annual plan shows which topics are due at the next meeting. These topics go into the invitation and, together with the open action items and whatever was postponed, form the agenda. How this works in detail is described in our article on preparing board meetings.
Resolutions are passed in the meeting, and the minutes record who will do what by when. These action items have a deadline, and the deadline almost always falls on a future meeting. That closes the circle: what is recorded as an assignment in the minutes belongs, in the annual plan, to the meeting at which it will be reported on. More on this in our article on following up on board resolutions.
If the chain breaks at one point, it is usually only noticed later. An action item that is not assigned to a meeting does not appear on any agenda. A mandatory topic that is not in the annual plan only stands out when the deadline is getting close.
The following short film shows how this chain fits together in HeyEla, from the annual plan through preparation and the pre-read to the signed minutes.
What tends to get lost in the annual plan
The big dates are in almost every annual plan, because they are set from outside. What gets lost more easily are the topics that have no fixed occasion and therefore never feel urgent:
- the board's self-evaluation, meaning the question of how the board itself works
- succession planning for the board and the executive board
- reviewing the organisational regulations and the allocation of authority
- insurance, including directors' and officers' liability
- signing authorities after changes in personnel
- information security and data protection
None of these topics needs every meeting. But each needs a place in the year, and the easiest way to give it one is to assign it to a specific meeting when the year is planned in the autumn.
How the annual plan works in HeyEla
The annual plan in HeyEla is deliberately a simple feature. Meetings are scheduled in a quarterly view over one to two years, broad enough to keep the overview and specific enough for every meeting to have a date. Added to this are milestones such as the general meeting or the year-end closing, which are not meetings themselves but set the pace.
Open tasks and topics can be dragged and dropped directly onto a future meeting. An action item from the minutes that is to be completed by the budget meeting thus ends up where it is needed.
In HeyEla, a planned meeting opens directly in meeting preparation. There, HeyEla suggests agenda items based on previous meetings, open action items and templates, and the topics placed on this meeting in the annual plan are already there. Past meetings lead to the minutes. The whole process from planning to action item is described in the use case running board meetings digitally.
The annual plan is built for boards that plan well beyond a single year, and it can be used just as well by executive boards and project teams.
The right time
Most boards set their dates for the following year in the fourth quarter, often at the budget meeting. That is also the best moment to fill the annual plan not only with dates but with topics: which mandatory agenda items belong in which meeting, when the executive board delivers which documents, and where the topics that would otherwise get lost find their place.