Board papers are perceived to be among the most demanding of written pieces. For the executives who present them, the exposure is high, the process can be rigid and the results can be life-changing.
Yet they’re just as demanding for board members. Directors can be personally liable for the implications of their content. Their task is to read hundreds of detailed pages, of varying quality, formats and styles, with important matters sometimes intentionally buried. The prospect sends a shiver. How can an executive facing this rigorous challenge improve the quality of papers for directors?
This article suggests a proven way for you to prepare a board paper (or similar internal memo) that does its job.
These are the six steps I’d like to suggest:
- Commission the paper with a clear sense of purpose and timing.
- Create a storyline that sets out what you want to say in the paper.
- Test that storyline with all relevant stakeholders, and confirm it.
- Draft the board paper as guided by the storyline.
- Test specific elements of the board paper with specific stakeholders.
- Present the paper.
You’ll note that drafting the paper itself comes only half-way through the process. That’s the trick. By the time you get to writing, you’re confident that what you’re going to write is all you need to write, and that your stakeholders agree. That in itself is a time- and morale-saving godsend.
1. Commission the paper with a clear sense of purpose and timing
Commissioning the paper means thinking through its purpose and how you’re going to achieve it. You’re looking to determine exactly what you want the board to do, imagine the concerns they will take into account, and work out how you will meet those concerns — what data, from who and by when. The result is a rough high-level outline of what the paper might cover, and a workplan to complete it.
There are a few innocent-looking yet powerful questions to work through here. Again, the quest is to be a specific as possible. Push your thinking to its end point.
For any communication, the purpose is not what you want to say, but what you want the board to think, feel and do as a result.
What is your purpose?
For any communication, the purpose is not what you want to say, but what you want the board to think, feel and do as a result. To approve or endorse something may be fine. But to say a board paper is ‘for noting’ is a cop out. What should they note, and why? If you can’t answer that, don’t bother giving them the extra reading. Is it so that the board is satisfied that a potential risk is being well managed? Is it for the board to have confidence that an initiative is progressing well? Or that there are some interesting developments in that initiative or in the market that warrant a closer look? Decide what you want them to think, feel and do, then you’re ready to get them there.
Given that purpose, what board concerns should the paper address?
Here is the time for your creative thinking and possible research. What would be the objective concerns of anyone considering your recommendation? And, for each board member if you can, what might their personal or subjective concerns be? What might they be thinking of while reading the paper?
That may be more than meets an impatient eye. Yes, it will be the basic criteria that need to be satisfied for an approval to be granted. It may also be a similar project that went well, or badly, in the past, in your company or another company that the director also serves or just another one in the industry. It may be an experience they’ve had with someone central to the board paper. It may be what was considered in recent board meetings, and the discussions that surrounded it.
If you’re not sure what these concerns might be, find out. Within the bounds of confidentiality and personal pride, ask anyone who might know. Look at past board minutes. Research past events or policies or initiatives in your company and others the board are likely to have in mind. Don’t spend an age on this but think it through until you’re confident you’ve covered the likely concerns. Many are the papers that have failed for reasons their authors just didn’t consider in advance.
What is the paper’s scope?
Now that you’ve settled on a specific purpose for the paper, consider the constraints you must work within — both in content and process. This would mean considering:
- What is out of scope or off-limits?
- How would they judge whether your initiative, if that’s what you’re proposing, would be successful?
- How quickly is the answer needed?
- What level of accuracy is needed?
Again, test your answers with confidants who may have a perspective worth seeking.
Once you’ve tested your thinking, you’re ready to get stuck into the content.
2. Create a storyline that sets out what you want to say in the paper
The storyline lays out your key ideas, in outline form, on one page. There are two formats:
- a clear hierarchy of text with three levels: headlines (headings that say something), bullet points (the dots) and indented bullets (the dashes),
- or a one-page visual ‘storyline’ (such as the one below)
Either way, your storyline takes your raw ideas and pull them together into a tight, compelling story on a page.
It covers four things: a brief introduction, your recommendation, its supporting logic and, in a final section, whatever else your organisation needs to check off.
An introduction of just two or three points
The first point introduces the general topic by stating what the board last knows about the topic. It may be their decision at the last meeting, or something else known to them that does not need justification. Just a clear statement to get the ball rolling, on a topic that they should be interested in. It might be a new issue or a regular piece of reporting.
Last meeting the board authorised our strategy team to consider options for overseas expansion.
Each month we report on environmental incidents so that the board is aware of material problems, emerging risks and apparent trends.
The company is looking at outsourcing legal services
The second point is the ‘trigger’: why are you writing this paper now, rather than next month or some other time. Something must have happened, either by you or an external event. Again, this introductory point must not need any justification or proof. It could be known from other sources, or just something that would not be challenged.
The strategy team has now completed a three-week preliminary analysis of potential options, engaging Austrade for additional insights.
You would have seen the media coverage of the Kwinana incident, the first time any incident from our operations have hit the headlines.
We have reviewed potential providers and outsourcing strategies
The optional third point is a question that should now be in the minds of both you and the board. To use a tennis analogy, it is the ‘toss’ that sets up the ‘serve’ that follows in the recommendation to the board, because the recommendation must answer this question. The question may be so obvious that it doesn’t need stating, but it may also be valuable to state the issue clearly, both to help the board and to keep your board paper on track!
What options for overseas expansion are worthy of further investigation?
Does the Kwinana incident, or any other matters, warrant a change in our environmental practices or reporting?
How can we best outsource our legal services?
Your recommendation, the ‘so what’ of the whole paper
One statement in 25 words or less. Put this in bold. You want it to stand out, and it is the anchor that guides everything that follows. For you, everything you write must support an element of this statement. For the board, everything that follows can be read and understood with the benefit of this statement.
The quest here is to make the recommendation as specific as possible. Test it against the SMART acronym for objectives — is it specific, measurable, actionable, relevant and time-bound? It doesn’t have to be all these things, but it helps to consider them. Keep testing the recommendation, making it as specific as possible, pushing to the furthest possible statement of value.
We recommend engaging Consultus & Co to prepare independent business cases for our two preferred options: widgets in Wales, and icicles in Ireland.
We recommend three operational and two reporting changes to our environmental practices for better protection against known pollution risks.
We recommend trialling tax advice from Bananas & Co for one year, to fully understand the potential benefits and risks of outsourcing legal.
However, don’t try to perfect this statement at the beginning. Get your first cut down, and then move onto the rationale. As you work through the rationale, the specific wording of the recommendation will likely change.
The rationale for your proposal, set out in a clear bullet hierarchy of logic
This brings in all the guidance for a clear, logical support for the recommendation or observation. It must be either inductive (a group of ideas of the same type), or deductive (two premises that if true lead inescapably to your recommendation).
Underneath your recommendation there should be three or four easily identifiable reasons or sections (first bullet hierarchy), each followed by the evidence or explanation needed to support it. Again, that evidence should form either an inductive or a deductive support.
This is the first stage in a process, so use the 80/20 rule. Just get something solid down.
Any extras that your organisation requires
This material does not form part of your recommendation but may serve some administrative or other need or convention. For example, you may have a dot point on:
- parties needed to review or sign off
- risk management (although this should really be part of your rationale), or
3. Test and confirm your storyline
Once you have drafted your storyline, it is time to test and confirm it. This is all about efficiency — test your thinking, so you don’t spin wheels when you start writing up your proposal. What seems right in dot points sometimes falls over in full sentences and paragraphs.
Here’s what you need to do:
- Review the storyline with team or peers. Your storyline is one page, so it won’t be hard to find willing people close to you to review it, if that’s appropriate. Work together with them through the a checklist. That will reveal whether you’ve got your thinking in order. Adopt a ‘red team’ approach to the review — receive suggestions with grace, discuss them only to the extent you need to fully understand them, and then move on. There is no need to justify or explain your thinking. Then make changes you feel are warranted — it’s your story to make.
- Review the storyline with stakeholders. This means going outside your team with trusted people who can represent those who have a meaningful interest in the outcome. Obviously, confidentiality is paramount here, so you will likely have limited options, usually with people who you have already had interaction with on the issue. It may well be more practical to test only the part of the story relevant to them, or to test the opposite of what you’re recommending. Consider what is best, but any discussion you can have will be invaluable. Again, use the ‘red team’ approach to focus on the feedback, without any need to justify your draft approach or telegraph your response to the feedback.
- Confirm your storyline with your sponsor. This may be your boss, or a friendly or particularly interested director. If what you’re thinking doesn’t seem compelling to them, it’s unlikely it will to anyone else. Again, take in what they have to say. If they argue for something you don’t want, try to identify which part of your logic — or theirs — is missing, and build it into your story. But it’s more likely they’ll agree with your logic but want you to take into account certain director perspectives or datapoints. They’re relatively easy to build in.
At the end of that last conversation, you should be confident in your argument, and the task of the board paper itself is to make that argument both transparent and compelling.
4. Draft your paper
Though you may think you’ve taken up too much time in structuring your story, you’ll be pleased to say that the actual writing will take you much less time than you’re perhaps used to. (I mean to get a good draft, not just your initial thoughts on paper.) This is because you just have to follow your agreed storyline and resist the temptation to go off track.
So what does that look like? It’s simply:
- a preview that is what you’ve already done:
- the context and trigger
- the recommendation (in bold), and
- a dot point for each of the logical supports
- a headline that repeats each of those supports and heads up its section, and
- within each section, its own governing idea and a paragraph for each piece of evidence.
That’s it! It really is an unpacking of your storyline, in exactly the same order, with exactly the same words (for now). And it should be short, using the 3-1-10 rule. First, try to keep the whole thing to less than three pages, plus appendices. If you can’t, make the front page a single-page version, and keep the whole thing to less than ten pages.
How do you keep it that tight, yet still interesting and effective? Practice is the answer, but here is what you are practising.
First, keep your paragraphs to your storyline. That means:
- Get rid of the ‘Background’ section. Stick to the context and trigger sentences, and link them to more information if needed. Otherwise, you really don’t know how much to put in your ‘background’, and your reader doesn’t know where your ‘background’ is going, and how much of it to take in.
- Use your appendix. If the detail of a section has more than half a page, then you need to push that detail down the back. That way it doesn’t kill the flow of your paper, and readers can still find it.
- Keep the fun stuff out of the way. If you really can’t resist including other data or stories, keep them to sidebar text boxes or other elements that are formatted differently and do not disturb the flow of your logic and its reading. You may well find you don’t need them at all — if they were important, they’d be part of the storyline. But they may be nice as entertainment or an interesting deep dive.
- Each sentence adds its idea with precision. It adds one new idea, and only one. It’s active (‘ABC sold 25 widgets’) rather than passive (’25 widgets were sold’). And its language is as specific as possible, to avoid clichés and false assumptions.
- Facts support an idea as part of a sentence; they don’t stand alone. ‘ABC sold 25 widgets’ is pointless. ‘We are behind schedule, having sold only 25 widgets this month’ is a point with evidence. So, don’t describe raw facts in your narrative. Use them only as evidence of an idea and keep raw data to tables or charts.
5. Test specific elements of the paper with specific people
Often at this point you will ‘circulate the paper for review and comment’, or some similar action. This is a critical time for the paper, and you want to maximise the chances that you’ll get constructive feedback on it. To do that you’ll want to ask specific people to come back to you with their view on specific questions and set their expectations.
That may sound onerous on you and on them, but let’s take a look at your options:
- Send the paper to everyone by one email, asking for comments? You’re asking everyone to read everything and make whatever comments they want. It’s an open invitation, but few if any take it up. They’ll leave it to the others on the list.
- Send the paper to people by individualised email, asking for comments? They’re more likely to respond, but you’ll get more people skimming over most of the material, without focus.
- Send the paper by individualised to each reviewer, with questions specific to them? Now you’re talking. Most people respond well to direct, personal guidance. Divide up what you want to know or check on, and choose the best person to do so.
Sounds like the Number 3 is the best option? Good, so let’s consider who to ask. The people you’ve reviewed the storyline with are the obvious choices, subject to the same strategic and confidentiality considerations. But depending on what you want to ask, other trusted people might come into play. So let’s have a look at what you might want to ask people:
- Specific content. There could be any amount of substance you want a view on. Ask exactly what you want to know. For example: ‘Could you please check sections 1.3, 1.4 and 2.5 to make sure that firstly they reflect your department’s view of the proposal, and secondly the costings are accurate? As always, any other comments welcome.’ The last bit keeps the door open for random but helpful comments.
- Overall logic. Make sure you get someone fresh to check that the logic is watertight — whether a how, why or what story, and whether inductive or deductive. There’s usually a tweak to make to take away an ambiguity you haven’t seen, and sometimes something more serious.
- Board member concerns. There may be someone you can call on to check on how a particular director might respond to a particular section of the paper, or whether it meets their particular concerns. And don’t rule out sending that section to the board member his or herself!
- Layout and format. You should have a person you can call on, internally or externally, to ensure that the paper makes best use of the regular formats, to make your thinking as transparent as possible. There’s no point in going to all the trouble to get your thinking right, and then make it hard for the Board to see what it is!
- Yep, that old one. It’s just not worth distracting a board member with easy-to-avoid mistakes. Some even take the rigour of your paper as a sign of the rigour of your work — unfair, but a reality!
Again, you usually only need to send people the particular sections you want their feedback on. If you see value in sending the whole paper, or they ask for it, then do that. But otherwise keep the task as limited as possible. We sometimes overestimate how much people need to have as background or context.
Finally, set some expectations around what will happen with their comments. Some senior people believe that if they make ‘edits’ to a draft paper, then they will appear in the final. For them and others, you’ll need to put something in that manages that expectation. It’s your paper, and you decide on its final wording. People make good suggestions, but they are just that — suggestions. If you don’t want to adopt them, the best way to treat them is to ask yourself ‘what concern do they have, and how else can I address it?’. So, another line in your email might be needed, something like:
I’ve sent emails on specific issues to the relevant people, and will take in your comments in the way that best supports the overall paper.
6. Submit and present the paper
Submitting the paper should be a matter of doing what the company secretariat asks, and there’s not much to add here. If you’re called on to present the paper, then you’ll need to prepare for that experience.
The focus is on turning your ‘presentation’ into a board discussion, as quickly and seamlessly as possible, with you being on hand to answer their questions. Your board paper preview is all you need to ‘present’. Rehearse turning it into a natural, flowing, verbal delivery. What works in writing rarely works in the room. Then, pause, and see what the directors want to do. They’ll often jump to a particular section or issue of the paper, and either ask you to take them through it, or ask a specific question. Just follow their lead and refer to the chair if in doubt. If nobody jumps in after your preview, you can push ahead with the safe line ‘Would you like me to take you through [the first leg of your logic]?’ They’ll either say yes or redirect you.
The critical thing is to stop yourself from charging down the first leg without sensing the room. If you do, you’re more or less committed to work down the first, then the second, then the third leg or more. A valuable board discussion on your issue has been reduced to the same information transfer you delivered in the paper. Except now they risk being confused, because you won’t say what’s in the paper, but substitute your own paraphrasing, with a risk that your rigorous logic gets lost. The board won’t know to look at the paper or listen to you. If they look at the paper, you’ve lost them. As you go into your 10th or 20th minute of monologue, you’ll feel more pressure, speak in clumsier paraphrasing, with all the confidence of someone who knows they’re boring the room. A fantastic proposal from a quality executive has been turned unwittingly into an unfortunate experience for all concerned.
Instead, leave them with the preview and their pre-reading, and respond only to their dialogue and questions. Do not put up slides with no visual elements — you’re delivering all the words. If you have a great visual chart that illustrates your thinking, show them or hand them that, and take them through it carefully. Be patient, and trust that the board knows what it wants to do. Intervene only if you think they are heading in the wrong direction, for reasons that you know can be overturned quickly.
By this stage, too, you will know who in the room has a particular interest in particular parts of the paper. Draw on them when you can — eye contact is often enough, or a word to seek confirmation during or at the end of that topic being discussed. It’s not always the case and they don’t always show it, but most if not all of the people in the room are on your side — they trust their executives and they want to support their good initiatives or hard decisions. Take that energy with you and help them over the line to sign off on what you’re looking for.
A board paper or other senior management memo can seem like a stressful one-off or a low-insight go-through-the-motions regular report. But it needn't be either. Working through a sound process, ideally with trusted support, will help give you confidence through its creation and impact through its delivery.