Board materials should be channeling the board’s energy and effectiveness as strategic advisers, not bogging them down, Protiviti’s Jim DeLoach writes. He offers a disciplined approach for excellent board operations through a shift from presentation to collaboration that honors the sanctity board members’ time.
Board directors want more strategic emphasis and less operational detail in boardroom prep materials and discussions. Yet, we continue to hear directors express the view that materials they receive for and in scheduled meetings are voluminous to the point of obfuscating what’s really important.
To that point, a recent study conducted by Board Intelligence and the Chartered Governance Institute UK and Ireland indicated that 68% of directors rated their board materials as “weak” or “poor,” while only 1% rated their board information as “excellent.” Furthermore, the quality of board packs is declining: In 2024, only 36% of directors thought their board packs added value, compared with 48% in 2023. To top it off, 74% of directors agree and 18% somewhat agree that they would like their boards to spend more time on “big picture vision and goals.” A study conducted in collaboration with the National Association of Corporate Directors came to similar conclusions, and other research discovered that pre-meeting board books can range from 200 to more than 900 pages.
Directors want more concise, compelling materials. They want to listen to crisp presentations and then engage in strategic conversations with management on the topics that matter. They want the information to be packaged and presented thoughtfully so they don’t have to scan the entire waterfront. Getting mired into the day-to-day specifics of operating the business is not where most directors want to focus.
Why does this issue persist?
These concerns are not new. Directors have expressed them for many years. So why does management continue to inundate board members with non-critical information? One of the aforementioned studies notes that because board books are highly sensitive and confidential, it is difficult for directors to benchmark the information they receive from management against materials received by boards of other companies. While that lack of transparency may be a contributing factor, many directors serve on multiple boards, which gives them a broader perspective on board reporting practices.
Accordingly, there are likely other reasons:
- Lack of understanding the audience: This is the classic root cause of most communication issues. Directors want just the skinny, not the whole nine yards. Brevity of content and to-the-point discussions of critical issues find favor in the boardroom — just as they do in the C-suite. Imagine the reaction of a CEO who receives a 900-page report on multiple issues requiring timely action.
- Inability to separate the details from the crux of an issue: Board-facing executives may not understand how to distinguish the most relevant information for directors. Approaching the board with territorial and bureaucratic thinking without regard to the big picture can contribute to excessive detail. As Albert Einstein reportedly said, “If you can’t explain it simply, you don’t understand it well enough.” When in doubt, either place supporting details in an appendix or make them available upon request.
- Cultural emphasis on transparency: Management may tend to provide all available information in the interests of full disclosure without regard to importance. Overcommunication may even be a cultural norm. As regulators and the courts have been known to cite failures to timely inform the board, management may be seeking to avoid the risk of allegations of withholding information.
- Preparation efficiency: Board-facing executives may be leveraging materials used internally and are not repackaging such materials for board consumption. Thus, the tone of reporting misses the mark.
It is a 2-way street
In the end, it is about knowing the audience. What do the directors want? What are their preferences when absorbing information? Do they prefer visuals, text or both? Would it be useful to provide distinctive headings, simple language, consistent formats and explanatory narratives alongside graphs and tables? Directors should be given an opportunity to express their preferences.
The process begins with the CEO, who is ultimately responsible for effective communications with the board. The board chair or lead director also has the responsibility to ensure that meetings are well-planned and supported with quality materials. To maximize value contributed by independent directors, it is in the CEO’s best interest to listen to director feedback on improving boardroom discussions and engagement and address that feedback in a positive, constructive manner. That feedback should provide a framework to guide board report preparers in presenting materials that are responsive to the content and tone desired by the board.
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Read moreDetails6 steps to improve board materials
The following steps can help board leadership and the CEO keep board meeting agendas and supporting materials fresh and relevant:
Focus on strategy and strategic impact
Ensure that management’s strategy and execution plan has been clearly articulated. Such clarity enables board-facing executives to focus on what the board needs to know about what is going well for the company, what is not going well and what corrective action is being taken to get back on track. Board materials should cut to the chase by addressing these points with an emphasis on the latter two. They should also focus on relevant changes in the marketplace to encourage critical thinking about the future and its implications to the strategy. As a matter of emphasis, it helps to keep in mind the adage, “Bad news should ride the elevator and good news should take the stairs.”
Reevaluate the design of board books and reports
To ensure board books are suitable for today’s digital, dynamic and data-driven world, they should stimulate thinking, facilitate learning, challenge paradigms and draw out the best advice from independent directors. If directors are overwhelmed by voluminous materials, these objectives cannot be accomplished. Consider the following overall design points:
- Clearly state each agenda item’s purpose. What are the intended actions or requested feedback? Is it to agree on a decision, approve a policy or report, review performance, debate an issue, define viable options, allocate capital or educate the directors?
- Provide concise executive summaries that articulate a strategic context and a crisp summary of a topic’s relevance and key insights. Offer pre-meeting briefings on particularly complex issues. Clearly identify and explain risks and opportunities. When there are choices to be made, provide the board with a balanced view of potential challenges and strategic options. When appropriate, include proposed recommendations.
- Present information in a digestible format that resonates best with the board. Consider using charts, graphs and tables, where appropriate, to illustrate trends and support the narrative.
- The aforementioned National Association of Corporate Directors (NACD) study reinforces the above points. It recommends that each report in the board book should “set the scene” with a context statement explaining the topic’s relevance, a link to the organization’s strategic goals, a direct ask to the board for their contribution and a summary of key actions with owners and deadlines.
If an issue is not strategic and does not require the full board’s attention, either leave it out of the board book, move it to the appendices or have it considered by the appropriate board committee.
Establish a feedback loop for board members to suggest improvements
Directors should be encouraged to speak up if they have concerns about the materials received, as well as their preferred styles of communication. The following is an illustration of a feedback mechanism:
- The board chair or lead director should obtain feedback periodically from individual directors in executive session through an open conversation to identify the two or three things that should be considered with respect to the next meeting that will sharpen the focus on strategy, market developments and the future all in the spirit of continuous improvement.
- The chair or lead director then shares with the CEO what was discussed and suggests the necessary changes that would better engage the board on more strategic, forward-looking issues and enable the directors to contribute greater value to the CEO and executive team during board meetings.
- If appropriate, the corporate secretary can facilitate this process.
The intended outcome is to build a bridge of collaboration with the CEO and create clarity in the boardroom for the independent directors and board-facing executives.
Focus on questions directors will likely ask
Board book preparers should anticipate relevant questions to enable boardroom discussions to cover important ground. For example, address whether other options were considered and whether there are nonfinancial implications.
Pay attention to timing of board book distribution. Regarding timing, 35% of directors said that reports are not distributed early enough to enable adequate review, according to the NACD study. Management and directors should seek alignment on this point.
Ensure sufficient director engagement in the boardroom. This point is relevant because of the importance of striking the appropriate balance of time allocated to formal presentations and strategic conversations. The bottom line: Directors want sufficient airtime to engage with management. Each director has a seat in the boardroom for a reason. It is up to board leadership and the CEO to organize board meetings considering the diverse skills, experiences and perspectives of board members. Proper planning can identify key topics of interest to the full board and various board committees as well as jump-start discussions that leverage the directors who have the requisite expertise on particular topics.
It’s time for better board book quality
It is in everyone’s interest for directors to consider meetings stimulating and productive. This is consistent with the role of the board to focus primarily on setting strategy, monitoring the execution of strategy and understanding the extent of changing market fundamentals and their implications for the future.
As an author of one of the aforementioned studies noted, “Board reporting materials should be a strategic tool instead of an administrative exercise for directors.” Voluminous materials are not fit for purpose in today’s competitive, digital and data-driven world, as they force board members to use their own personal filters to sift through the information provided to identify what they believe to be relevant.
Providing focused, concise, forward-looking and balanced on-strategy materials with actionable insights to directors will facilitate effective board meetings. It also speaks highly of the management team.
Jim DeLoach, a founding 
