Board prep

War-game a board consent agenda before the packet goes out

To war-game a board consent agenda, give Pingpong the full draft agenda with time allotments, the consent block, the packet order, and a line on each director, then ask it to judge the agenda as a whole before anyone looks at single items. The first answer you want is whether the consent block is sized right for this board at this meeting. Then ask which items belong in discussion, where the consent vote should sit, and what the packet needs.

This page is for chief executives, chairs, and the general counsel or secretary who assemble the packet. If the agenda is settled and you want to test individual items one at a time, see war-game board consent items before the meeting.

What an agenda-level pass checks

The first check is size against history. A board that approved eight consent items last quarter and sees fifteen this quarter will ask why. Directors also expect discussion time for a first-time program or a policy that changes what management may do without the board, because those approvals set a precedent.

The second check is placement and the packet. Most boards take the consent vote near the start, after the chair asks whether anyone wants an item removed. At minute four of a two-hour meeting, directors need to have read the backup already, so the packet needs a one-page summary listing each item, the prior approval or policy it relies on, and whether it recurs every year. Without that page, a careful director pulls items to be safe, and the timed agenda slips in the first fifteen minutes.

A worked example

This example is illustrative and does not describe a customer. A 60-person consumer subscription company is holding its first board meeting since closing a Series B. The board has grown from five seats to seven: one new director represents the lead investor and the other holds a new independent seat. The general counsel drafts a two-hour agenda:

  • Minutes 0 to 10: call to order and a consent block of twelve items.
  • Minutes 10 to 50: CEO update and financials.
  • Minutes 50 to 90: product roadmap and hiring plan.
  • Minutes 90 to 120: closed session.

The twelve consent items include the usual annual business: committee charters, the officer slate, the 409A acceptance, bank resolutions. They also include closing items from the financing, a new delegation of authority policy that lets the chief executive sign contracts up to $500,000 without board approval, and the first equity refresh program for employees past their fourth year.

The chief executive asks Pingpong to read the agenda twice in one reply: as the chair, who wants to end on time, and as the new independent director, who does not yet know which items this board treats as routine.

A useful pass leads with a verdict: the block is too aggressive for a first meeting with two new directors. The independent director would likely pull the delegation policy and the refresh program, and both would run long because no time was set aside. The pass recommends moving the delegation policy to its own fifteen-minute slot, sending the refresh program to the compensation committee first, and cutting the roadmap section by fifteen minutes to pay for it. It also flags that the packet puts consent backup on pages 40 to 95 behind the financials, with no summary page.

The revised consent block has ten items and a summary page right after the agenda. Each financing item cites the stockholder approval it implements. A week before the meeting, the general counsel spends twenty minutes on the phone with each new director about what this board puts on consent.

A request you can copy

Below are the draft agenda for our next board meeting with time allotments, the consent block, the order of the packet, and one line on each director, including how long they have served. Read the agenda twice: once as the chair, and once as the director with the least time on this board. Start with a verdict on whether the consent block is the right size for this meeting and say why. Then name any item that sets a precedent or changes management authority and should move to discussion or a committee, say where the consent vote should sit, and list what the packet is missing. If you would cut time from another agenda item to make room, say which one and how much.

Paste last quarter's agenda too, so the pass can compare the size of the block.

How Pingpong runs the war-game

The web review app sends your request through several models in order. Each later model receives the original request and every earlier answer, with instructions to assess the work so far. Check each recommendation against your bylaws and prior minutes before you change the agenda. For the steps inside the app, see running your first review.

What a model can't war-game

A model does not know your board's unwritten habits, which director has already told the chair what they plan to raise, or which items your charter, bylaws, or state law require a separate vote on. Your corporate secretary or outside counsel should confirm what may go on consent at all.

When agenda control is the main pressure, see role-play the board chair. More guides live under work decisions before you commit.