Being the Company Secretary of a large scale company, how will you prepare Board agenda and what are the steps you will follow for circulation of notice and agenda.

Preparation of Agenda The board agenda determines the issues to be discussed. The items for agenda should be collected from heads of all the departments. A company secretary may segregate the ones that can be discussed and decided internally and the ones which need to be put up before the Board, in consultation with the Chairman and/or Managing Director and inputs from the CEO. Any director can request that the chairman include a matter on the board agenda. It is the chairman's obligation to offer directors the opportunity to suggest items, which cannot be reasonably denied. In the end, it is each director's responsibility to ensure that the right matters are tabled. It should be taken care of that agendas should strike a balance between reviews of past performance and forward-looking issues. Further, an agenda should show the amount of time allocated for each item, without unduly restricting discussion. Routine or administrative matters should not consume too much of board's time. Steps for Circulation of Notice & Agenda Notice Even if meetings have been scheduled in advance, the members of the Board should be adequately and timely sent notice to enable them to plan accordingly. Agenda The agenda should be made available to the Board along with supporting papers at least seven days before the date of the meeting. The mode of circulation of agenda should ensure that all directors receive the agenda notes on time. All the material information should be sent to all Directors simultaneously and in a timely manner to enable them to prepare for the Board Meeting. This would enable the board and especially to non-executive independent directors to pre-emptly prepare for the discussions based on the papers. A system should exist for seeking and obtaining further information and clarifications on the agenda items before the meeting. Directors, including nominee directors, requiring any clarification before the meeting may be asked to contact the Secretary for additional inputs. Board Briefing Papers Board materials should be summarized and formatted so that board members can readily grasp and focus on the most significant issues in preparation for the board meeting. Board papers associated with a particular agenda item should be set out as an executive summary with further detail provided in annexes. Information should be distributed at least seven business days before the meeting. The papers should present the issue for discussion, offer solutions for how to effectively address the issue, and provide management's view on which action to take.