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Owner's Expectations Manual

Annex 10: Default agenda for whole of board performance review


This agenda is to be distributed to all board members prior to the formal board forum to review performance. Prior to coming to the board, each board member should review the various items on the agenda and determine which areas need focus for the forthcoming period, making notes as appropriate. The chair will use the agenda to open the forum and ask individual directors to identify topic areas they wish to discuss if they believe they require improved performance.

The chair will then work through each of the areas of focus raised and board members collectively will give their input and determine:

  • Is this in fact an area of focus going forward?
  • If so, what action needs to be taken to improve performance further?

The chair/minute secretary will prepare a summary of the agreed areas of focus and actions for the forthcoming period. This agreed summary will be used in discussions between the chair/deputy chair (or another senior director agreed by the board if there is no deputy chair) and COMU in the annual review meeting and will also be reviewed by the board at regular intervals to monitor progress.

Key areas of focus for the board as a whole

  1. Defining governance roles
    • role of board
    • role of chair
    • role of directors
    • role of committees
    • role of company secretary
    • role of CEO
  2. Improving board processes
    • meetings, agendas
    • information - board papers, minutes, company and market information
    • committee charters, function and structure
    • annual work plan
    • board communication
    • director induction/orientation
    • conflict of interest
  3. Key board functions and responsibilities
  4. Involvement and effectiveness in:

    • understanding the business
    • setting and understanding strategy framework
    • financial management
    • business planning/SCI
    • risk management
    • compliance/audit
    • monitoring/reporting performance
    • CEO appointment/evaluation
    • delegations
    • Crown (stakeholder) relationship/reporting


  5. Other board functions/responsibilities
  6. Continuing improvement

    • director/board education/knowledge/development
    • board succession
    • director protection
    • board evaluation
  7. Other areas of continuing improvement

  9. Are there any matters that owners of the business should be aware of relative to the function of this board?

  11. What board composition/succession issues should be raised with the owner?

  13. Other comments

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