Q&A with Governance Institute

1. What format is typically used for board papers?

The format used will depend on the individual document. While Microsoft Word has been used for some years, PowerPoint is increasingly being used for board papers. PowerPoint often works well for budget papers, particularly where documents are converted to PDF format for loading into a board portal or distributing them to directors. If a lengthier paper is necessary, PowerPoint may not be suitable. The most important thing is that the paper is well written. Cramming a Word style paper onto PowerPoint slides does not work well and directors generally do not respond favourably. Where PowerPoint is used it is important to ensure that any presenter notes are not visible when using PowerPoint because if the document is discoverable, it can cause issues if there is sensitive content in the notes below the slide.

For more information about board papers read more here.

2. What tips do you have for ensuring contributors provide board papers on time?

While each organisation will have its own process for preparing and distributing board papers, it is important that preparers of papers provide papers to the company secretary on time. This ensures there is adequate time for the company secretary to review the papers before including them in the board pack. Some tips for keeping board paper preparers accountable include:

• Working back from the due date and issuing calendar invitations to preparers as reminders and distributing the due dates to preparers. It will assist if the CEO supports this position.
• Developing a KPI for board paper preparers so that providing papers on time is measured as part of their overall performance.
• Requiring chair approval for late papers.

3. What suggestions do you have for enhancing the way the company secretariat team shares knowledge within the team and with its stakeholders?

Most companies provide training to non-executive directors (NEDs) on issues such as directors’ duties, cyber (including directors’ obligations in the event of a breach and scenario training) and recent legal developments. Training for internal staff could include board paper writing, minute writing, changes to the corporate governance statement, soft skills and sessions with law firms on recent legal developments. A portal with information for NEDs, executive directors, management and board paper writers which includes templates, FAQs, processes and charters is also helpful. Another option is a Teams site which includes a range of procedures such as AGM processes, dividend payments and relevant legal advice.

If resources permit, setting up online training for NEDs on issues such as securities trading, continuous disclosure and whistleblowing can save board meeting time. Some companies provide online for two to three years and then in the next year conduct a face-to-face session. Where training is about a rapidly evolving issue or a new area it may be preferable to include it as part of a scheduled board meeting. Some companies arrange their board calendar to allow for an annual program of meetings and training, with board and committee meetings held during the first week and training in the second week. It can be helpful to ask the chairs of the various board committees on what topics they consider would be useful to provide training. Depending on the nature of the business, other possible topics include economic updates and presentations from experts in various areas such as investment banks, climate reporting and managing psychosocial risks and sexual harassment. Where a company has subsidiaries, it is also important to consider what training to provide to subsidiaries’ directors.