A common recent theme at a number of boards/committees where I am fortunate to serve is the important role of producing better board papers that are pitched consistently at the right level in order to enhance board effectiveness.
Objective
Clearly the purpose of board papers might vary across organisations, but it seems to me that an overriding common objective of effective board papers is to ensure that board members are provided with relevant, timely, pertinent and sufficient information to enable them to discuss the key issues that matter and to support effective decision making.
Structure
The structure of board papers would invariably be shaped by its objective, the likely needs of board members and the diversity of approaches adopted by organisations. So, it would be not appropriate to recommend a one-size that fits all approach. However, it is reasonable to assume that a generic structure would include the following key sections:
- Summary
- Background
- Recommendations
- Key Issues and Analysis
- Key Implications
- Appendices
Summary
A summary of the purpose of the paper and why the paper is presented to the board is helpful to board members alongside clarity of what specific action is required of the board. It also signposts the key issues for consideration and highlights the key messages clearly at the front of paper.
Background
Setting the scene for board members is particularly important as board members might have different tenure on the board and not have a shared understanding of the history of the key issues.
Key issues to consider in order to develop an appropriate background section of a paper are as follows:
- What context is relevant to enable the board to quickly understand why the paper matters?
- What is the brief history that is essential to inform the consideration of the proposedrecommendations to the board?
- Whether this is a new issue or an ongoing issue?
- What has changed since the last consideration by the board?
- What might change in the near future?
- What input if any has been received from external advisers?
Recommendations
Key issues to consider in order to develop appropriate recommendations are as follows:
- What response is required from the board after reading the paper?
- What specific actions are required of the board?
- Do the recommendations flow easily and obviously from the main body of the paper?
- Are the recommendations set out clearly and concisely?
Key Issues and Analysis
Writing board papers from a board member’s perspective is a key enabler of effective board papers and report writers are encouraged to anticipate how board members are likely to approach each board paper, which may include their consideration of the following key questions:
- What do they want the board to do?
- Why do they want it?
- What could happen if the board agreed or disagreed?
- Can the proposed recommendations be implemented effectively?
Some key issues to consider in order to develop an appropriate main section of a paper are as follows:
- Are the key issues primarily related to strategy, assurance, performance rather than operational matters?
- What are the key messages that you wish board members to remember after reading this section (can also be helpful to structure sub-headings)?
- What is the primary question that the paper seeks to address?
- What are the critical secondary and related questions that the paper seeks to address?
- Has the paper anticipated and appropriately addressed the key questions that boardmembers are likely to have?
- What options if any were considered including a ‘do nothing’ option?
- Does the analysis of the options adequately address both the pros and cons?
- Why is the proposed option suitable, acceptable and feasible?
- Has the paper anticipated and addressed the likely objections to a proposal?
- Has the paper reflected due regard for the voice of stakeholders as appropriate?
- Has the paper reflected the needs and/or expectations of stakeholders as appropriate?
- What crucial information from a board member’s perspective might be missing from thepaper?
- Has the paper highlighted any shortfalls in performance that may be relevant to theproposed recommendations?
- What information in the paper following the editing process is unnecessary?
- Is the information structured logically and coherently?
Key Implications
Key issues to consider in order to develop an appropriate key implications section of a paper are as follows:
- What are the implications for promoting the purpose of the organisation?
- What are the financial and resource implications if any?
- What are the operational implications if any?
- What are the risk implications if any and the approach to mitigate those risks?
- What are the other key implications (including governance, reputational, legal and compliance) if any?
Appendices
Key issues to consider in order to develop an appropriate appendices section of a paper are as follows:
- Can the board address the recommendations without reading the information in this section?
- Is the information discretionary for the board?
The final tip is to ensure that the board regularly evaluates the extent to which board papers are comprehensive, focused on strategic and pertinent issues underpinned by robust evidence and analysis in order to enable them to discharge their responsibilities effectively.
Please get in touch if you require consulting support to improve your governance arrangements.
Victor Olowe is Governance Consultant at Winzest Consulting