Writing board papers

Principal consultant Peter Allanson revisits one of GGi’s brilliant basics guides

“A board can control the information it receives. If there was an information overload, it could have been prevented. If there was a huge amount of information, then more time may need to be taken to read and understand it.”

Justice Middleton in the Centro judgement (ASIC v Healy (2011) FCA 717)

The path to better board papers

Directors have a duty to keep themselves informed about the matters put before them for decision. They cannot comply with this duty unless they have the relevant material upon which to base their decisions. Board papers are a key source of information for board members, particularly as they then form the official record and audit trail alongside the minutes – in effect the enduring history of the organisation.

Directors must act in good faith and make their decisions in a way that they believe will be most likely to promote the success of their organisation to the benefit of its clients, the wider public and staff by taking account of (among other matters):

• the likely consequences of any decision in the long term
• the interests of staff
• the need to foster business relationships with suppliers, stakeholders and others
• the impact on the community and the environment
• the desirability of maintaining a reputation for high standards of business conduct
• the need to act fairly.

Some common problems directors face with the board papers they are offered — which you as a writer need to know about and avoid — include that the papers:

• are written for management, not the board
• assume the board members all share the writer’s in-depth knowledge of a topic
• are poorly written
• are badly structured
• are poorly presented
• are too detailed
• do not give an accurate appraisal of both the benefits and the risks.

Writing for the board, especially non-executive directors, is not the same as writing a report for another manager.

Guiding principles

If you are devoting time and effort to preparing any paper or report for the board, then it should have a real purpose. In other words, if your paper is the principal means by which the board fulfils its oversight responsibilities and makes decisions affecting the organisation’s future direction, you should be able to answer these questions:

• What am I trying to achieve by writing this paper?
• What do I want the board to do in response?
• What do directors need from the paper to meet these aims?

It is also important to think about why the board should spend time on this topic. Is there a burning platform or external forces demanding action? Board time is precious and should be used wisely.

The challenge for authors is not simply to provide more and more data or information but to create materials for the board that result in better-informed directors, which stimulate better boardroom discussions and result in good decisions. It is much easier to tell the board everything you know about the topic than to think about what they need to know to take the action you are asking of them. Your focus should be on quality, not quantity.

Firstly, you should be clear which of three types of board papers you are writing:

• paper for decision
• paper for discussion
• paper for assurance/to note/for information.

Board papers must clearly present all key information and facts and indicate the action required of the director. Papers that don’t include all the necessary information in a form which is easy to read and understand can result in poor decision-making:

• Keep the length of papers reasonable so they can be easily read and assimilated – three to four pages of text, or 2,000 words, is about right.
• Make the style clear and consistent. Use charts, pictures, graphs, lists and bullet points; write in plain English; explain unfamiliar terms or technical language; and decode any acronyms. To be accessible to people with visual problems, the font used must be at least 12 point and sans serif, such as Arial, Aptos or Calibri, and you should be prepared to describe anything that is not in text form.
• All papers should include a cover sheet saying what is being asked of the directors, together with a description of who else has considered the paper and a short executive summary so the directors know the provenance and authority behind the paper. It may also be helpful to show how the paper links to the current strategy. You should complete this after you have written your paper. It does not contribute to the 2,000-word count.

Form and content

In terms of content, your paper should set out what problem it is trying to solve. This might be to make a decision or to prompt a discussion about a current or future issue, including strategic direction, or simply to make the board aware of information, performance or regulatory reports it is required to note.

You should then set out why you need the board to focus on the topic now and offer a number of ways (three or four) to solve the problem. There are very few issues that have only one solution. It is usually sensible to consider taking no action. To reach a recommendation, which as a subject expert you should be offering your board, and to help it understand why your answer is the correct one, you should support each possible solution with up to three supporting arguments, each of which you can buttress with up to three pieces of evidence.

From this you should be in a position to make a recommendation. It is then up to the board to agree, opt for one of the other possibilities or ask for further work to be done.

If you provide a paper like this, there should be no need for a detailed presentation unless there are matters to emphasise or new information has appeared since you wrote the paper.

In summary, your paper should set out:

• the problem you want to solve
• why the board should spend time on it now – what is the imperative driving this
• the range of possible solutions; each of up to three or four can then be supported by up to three arguments and each argument up to three pieces of supporting evidence, including cost and risk
• what you recommend the board should do.

If you really need them, then include technical information or statistics in an appendix, referring to key points in the paper. Include only relevant key metrics and information. The board should discuss and agree what information it expects when considering major capital investments and the subsequent revenue implications.

If there is any need for further approval from a regulator, joint venture partner or other related organisation you should make these clear on the cover sheet.

Plain English Rules

Using an appropriate level and style of language is a feature of effective business writing. Plain, simple English is the best style for board papers. This is not ‘dumbing down’ but is about being clear and unambiguous.

George Orwell summed up the rules for writing clear, understandable English in six short rules:

• Never use a metaphor, simile or other figure of speech which you are used to seeing in print.
• Never use a long word where a short one will do.
• If it is possible to cut a word out, always cut it out.
• Never use the passive where you can use the active – we will do it rather than it will be done.
• Never use a foreign phrase, a scientific word or a jargon word if you can think of an everyday English equivalent.
• Break any of these rules sooner than say anything outright barbarous.

Additionally, keep your sentences short – to an average of 15 to 20 words. Try to stick to one main idea in a sentence and no more than five sentences to a paragraph.

Imagine you are talking to your reader. Write sincerely and personally, in a suitable style with the right tone of voice. Read through what you have written aloud to yourself – does it flow, make sense and support your argument? Will your paper do what you have set out to achieve?

Call to action

Crisp, thoughtful board communications to support high-quality decision-making should be the aim of all boards. GGi encourages chairs and secretaries to demand shorter, better written board papers that will improve decision-making, which is a key part of their accountability and assurance role. Only if directors insist on their papers being fully fit for purpose will they change – we see far too many long, rambling and unhelpful papers given to boards rather than crisp, focused, well-argued documents. It need not be so. It should not be so.

“I have made this longer than usual because I have not had time to make it shorter.” - Pascal