To war-game a board consent agenda, put the consent items, the resolution text, and the backup for each into one request, then instruct Pingpong to read the list as the director most likely to pull an item off consent. Ask which items that director would pull, the question that would trigger each pull, and what attachment would keep the item on consent. Run it before the board book goes out, while items can still move.
This page is for chief executives and the finance or legal leads who build the board book with them. For slide order in the main deck, see war-game a board deck before the meeting. Executive starting points live under Pingpong for executives.
What a consent agenda war-game is for
A consent agenda bundles items the board approves with one vote and no discussion: prior minutes, option grants inside an approved pool, an officer appointment, bank signatory resolutions, an insurance renewal. In most boards any director can remove an item with a single request, and it then moves to the regular agenda.
Consent goes wrong in two ways. An item that deserves discussion sits on consent, and a director reads its placement as an attempt to avoid questions, which costs trust for the rest of the meeting. Or a routine item gets pulled because its backup was thin, and twenty minutes of a ninety-minute meeting go to something nobody disputes.
A worked example
This example is illustrative and does not describe a customer. The chief executive of a 140-person logistics software company drafts seven consent items for the third-quarter meeting:
- Minutes of the July meeting.
- Option grants to 18 new hires at the June 409A price, inside the approved pool.
- Appointment of the new head of finance as assistant secretary.
- Renewal of directors and officers insurance at a premium 22 percent higher than last year.
- A revised expense reimbursement policy.
- A sales commission amendment that raises accelerators above 120 percent of quota.
- A $310,000 contract with a vendor whose board includes one of the company's directors.
The request names one reader: the audit committee chair, who pulled two consent items last year.
A useful pass opens with item 7. A related-party contract needs written disclosure and the interested director's recusal, and consent skips both. The audit chair would pull it in the first minute. If the item 6 accelerators raise expected payout, the amendment is a compensation decision the compensation committee should see first. Item 4 would draw a question about whether the broker shopped the policy. Item 1 covers the July pricing debate in one line, and the director who argued against the price change may ask to expand it. Items 2, 3, and 5 pass with the grant table, the resolution, and a short policy redline attached.
The chief executive moves item 7 to the regular agenda with a disclosure memo, sends item 6 to the compensation committee meeting two weeks earlier, attaches the broker's market summary and two alternative quotes to item 4, and sends the draft minutes to the dissenting director a week ahead. Five items stay on consent.
The same pass helps when you are the one removing an item. Say the auditor reappointment has sat on consent for six years, and this year the fee rose 30 percent after the firm changed the engagement team. Ask Pingpong to argue as a chair who wants a short meeting, and say what you would need to show that ten minutes of discussion is worth it.
A request you can copy
Below are our board consent items, the resolution text and backup for each, and the director I expect to read this list most closely. Role-play as that director for the whole reply. Go item by item: say whether you would let it pass or pull it, and quote the line or missing document behind that choice. For any item you would pull, say what would let it stay on consent, or whether it belongs on the regular agenda or with a committee first. Flag any item whose placement looks like avoiding discussion. If I have marked an item I plan to take off consent, argue against spending meeting time on it and tell me what I would need to show. Stay in the director seat.
Paste the draft minutes, the grant table, any committee approvals, and the board's policy on spending thresholds or related-party transactions.
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 every flagged item against the source documents before you move anything. For the steps inside the app, see running your first review.
What a model can't war-game
A model does not know what your bylaws, charter, or state law require a separate vote on, or which director has already told the chair they plan to pull an item. Your corporate secretary or outside counsel should confirm which items may go on consent at all.
For contested votes, see war-game a decision before the board meeting. When agenda control and meeting time are the main pressure, see role-play the board chair. More guides live under work decisions before you commit.