A good board paper sets up a good board discussion. It is the enabler which ensures the Board can operate efficiently and add value to management. Many boards don’t get them right, and too often they are the bane of a NED’s Sunday afternoon! It’s not always a quick fix to get the board papers right – it requires work and collaboration – but here are a few tips and suggestions to help…
Step 1: Ensure the purpose of the agenda item is clear
Writing a board paper starts from a good understanding of why the item is on the Board agenda in the first place. Do the Board want something specific? Or is it management who have brought the item forward? Management should be clear on the value they can get from the Board.
Step 2: Positioning the paper – what is the Board being asked to do?
A lot of agendas set out whether a paper is “for decision”, “for discussion”, or “for noting” but this information in itself is not enough to position a paper…
…where a paper is “for decision”, make sure the decision itself is set out on the first page of the paper, and that the paper captures the information the board will need to make the decision
…where a paper is “for discussion”, management should set out up front where they would value the Board’s input, where they have concerns, and where they can benefit from the NEDs’ experience
…where a paper is “for noting”, or an update “for information”, it should be clear that the intention is that the paper is not going to be discussed. The paper should still state what the Board should take away from having read it, even if it doesn’t need a conversation.
The secretariat should liaise with the Chairman and management to ensure that expectations are clear and mutually understood.
Step 3: A clear structure which NEDs can navigate
The aim should be to keep papers concise, and challenge yourself on what the Board really needs to know.
It should be clear how the paper answers the question set out in step 2 – there should be signposting of where information can be found, and a quick recap of previous board discussions.
Prioritisation within the paper should be clear – management should emphasise which are the most important points and where they have concerns.
Where papers are data heavy, narrative should help the NEDs to focus. It’s not just about saying “this went up, this went down”, it’s about identifying trends and explaining root cause.
If the Board insist on a lot of information and data, to the detriment of a concise paper, use appendices for the detail so the main paper is focused on the most important messages.
Step 4: Allow time for review
Many management teams struggle to write good papers because they don’t have time (or don’t make time) to stand back and focus on quality.
Each team should leverage its best writers and make sure there is the right review process – executive committees often also provide feedback and challenge.
The secretariat should receive the paper in time to review and provide feedback – not the afternoon it is due to go out! The best secretariat functions actually anticipate NED questions, and give feedback to management on how to pre-empt these in the paper.
Step 5: In the meeting, do not present the paper!
Board presentations can take up a huge amount of time. To avoid them, the paper should be self-contained – a NED should be able to read and understand it without needing an explanation.
The expectation of the NEDs should be that they carefully read all papers. This needs to be communicated to management so they know not to regurgitate the paper verbally.
Management should give a very short introduction (2-3 minutes perhaps) to help steer the conversation in the right direction and reiterate the points that need discussing.
Step 6: Ask the Board for feedback
Few NEDs give proper feedback on the quality of board papers. In particular, they should share their views on whether the structure is helpful and whether the level of detail is right.
NEDs need to be realistic and a bit brutal with themselves about what they really need to see. Often, we hear NEDs clamour for shorter papers but, given the option, they will always ask for more information rather than less – they need to help management know what to cut.
Are there some papers that come to the Board too often? For example, a performance update that comes to the Board every meeting, but changes little in the meantime? The full report should appear less often and be replaced by a very short summary of the material changes – otherwise the Board will be inclined to get into the detail where they don’t need to, or might stop reading it properly and miss some important developments.
Some suggestions to try
- Give “inductions” to new authors of board papers – this might be led by the secretariat, explaining the role of the Board (to the less experienced managers), or what this particular Board expects.
- Offer training on how to write good board papers – there are companies that will do anything from a one-off session to a thorough review of board information.
- Use a template cover sheet. These have mixed success… for them to work, the template needs to help set a minimum standard and clearly address the purpose and positioning points we make above – and management need to “get it” and use it well.
- Ban slides! Slides imply a presentation is coming – which should be avoided. Also, they encourage a kind of shorthand and simplification which is incongruous with the idea a board paper should be self-contained.
- Think about the format. Most NEDs read from a tablet these days, so is a Word document with small font the best? And how easy is it to read across that spreadsheet?
- Use a board portal – most do, but for those who don’t, or don’t like the one they use, it might be worth the investment.
- Focus on dashboards – NEDs love a good dashboard! They are a great way to convey complex information in a reader-friendly way, so it’s worth getting them right.
- Use the CEO report to frame the meeting. CEO reports vary hugely in style and substance, but we think they work best where they give a balanced overview of the CEO’s priorities and the big topics and decisions coming to the meeting, through the CEO’s lens.