Why Most Board Books Suck & How to Fix Them
Beverly Behan
Best-Selling Author and Keynote Speaker on Board Effectiveness Issues. President of Board Advisor LLC
Board pre-reading materials are a perennial “area for improvement” in most of the 200+ board evaluations I’ve done - not only in North America but around the world. Now, some research out of the UK underscores just how bad this problem really is:? In a study of 1000 British and Irish directors and governance professionals conducted by the Chartered Institute of Directors of the UK and Ireland in collaboration with Board Intelligence, 68% rated their board books as “weak” or “poor”; only 1% rated them “excellent”. Moreover only 36% thought their board books added any value.?
These are shocking statistics. And even more so, in view of the time and effort most governance professionals, CEOs and other executives typically put into preparing pre-reading materials for board. ?So, what’s going on here? And most importantly: How do you fix it?
?Three Common Problems with Board Books
Having worked with numerous boards on this issue for nearly three decades, I’ve identified a host of issues that repeatedly detract from the effectiveness of board materials – and ways to overcome them.? Three of the most common problems are:
?(i)????????????????? Re-Purposing: In developing pre-reading materials for the board, busy executives often repurpose slide decks and other materials created for presentations to the company’s senior management team. But a board-level audience is markedly different from a roomful of company executives.? Unlike their executive colleagues, many directors don’t have an industry background and often need a refresher about key industry trends, competitors etc. – issues that are second nature to those running the company on a daily basis.? This doesn’t mean the materials should be “dumbed down”. Rather, they need to be appropriately targeted to a sophisticated businessperson who is not necessarily an industry veteran.
?(ii)???????????????? Data Dumping:? Executives often labor under the misconception that “bigger is better” when it comes to board books.? Many want to show the board how much work they’ve done - underscoring their mastery of the issues in a whirlwind of charts and graphs. But this kind of data dumping inevitably leads to micro-management. By serving up picayune details, executives invite directors to drill down on minor issues that distract from the real priorities.? Moreover, the average director can only read and absorb 30 pages of board materials an hour – so it’s important to be discerning about what’s included in the materials.? Some executives have literally halved their board materials and achieved greater focus in their boardroom discussions by paying greater attention to this issue, alone.
?(iii)?????????????? Preview of Coming Attractions: Another common mistake is to develop the pre-reading as a “preview of coming attractions” – a series of slides, often with impressive graphics, designed to be brought to life with the executive’s narrative during their boardroom presentation. By reviewing the package, itself, the reader would have no idea what the real issues are; the materials don’t stand alone – they need a voice-over to make sense. While this practice was popular in the early 2000s, directors today expect to grasp the key points about the agenda item at hand from reviewing the materials, alone. The “preview of coming attractions” approach necessitates that presentation time in the boardroom be spent flipping through the slides to flesh out the story – something directors have little patience for today.
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?Optimizing Your Board Books
Improving board materials is some of the “lowest hanging fruit” in any boardroom. Constructive changes in this area can increase the board’s effectiveness almost overnight - with relatively little drama. Moreover, they nearly always garner boardroom kudos for the governance professional or other executive that takes the lead to successfully tackle a perennial boardroom frustration. So, what’s the best way to go about it? Here are three considerations:
?(i)????????????????? Master Executive Summaries: Executive summaries are probably the single most important factor in creating effective board books. They achieve two critical objectives: (a) They focus the board on the most important issues relative to the agenda item at hand, making better use of directors’ time in preparing for the meeting and increasing the odds that most board members will come into the meeting “on the same page” as the presenter – something that’s far less predictable if the board receives an “data dump” and is left to figure out the critical issues on their own; and (b) The discipline of preparing an executive summary benefits the executive who undertakes this exercise. It helps them organize their thoughts and distill key priorities around this issue.? While executives sometimes begrudge the time required to prepare an executive summary, they often admit that it helped them crystallize their own thinking and was actually time well spent.?
?(ii)???????????????? Clarify Objectives: The board materials should reflect the executive’s objective for the presentation, itself. If this is a quarterly update, for example, the materials should highlight what’s changed since the board last addressed this topic. If it’s a discussion of a major issue – with no board decision yet required - the materials should tee up the boardroom dialogue, perhaps even include a few questions for the board to consider in reviewing them.? If it’s a board decision on a major issue, they should summarize key points and highlight where the board left off last time this issue was discussed.? In short, board materials should be tailored to reflect the presenter’s objective for the board discussion rather than blindly following a template intended to apply to all facets of the board book.
?(iii)?????????????? Have Your Board Materials Assessed: Clients often ask me to review their board books; others with experience in this area offer similar services. This review, alone, can generate useful feedback on where the materials appear to be effective – and where opportunities may exist for further improvement.? Many clients go further, however, and supplement this review by having me interview their board members and executives about the board materials – or design a protocol for their governance professional to do so.? Constructive feedback from both the recipients and preparers of the board books is invaluable– and creates alignment amongst directors and executives, alike, in moving forward with worthwhile changes.? To learn more, email me at [email protected].
Board Advisor | GC500 Powerlist Malaysia 2023 | MACD Member | LLB
1 周I appreciate this, Beverly. As a Group Company Secretary, it's my role to prep the management prior to the board meetings. I review their board papers, give feedbacks, advise them on potential burning questions which might be asked by the board. I help them to see angles or perspectives from the board members which they might not aware due to their little experience in boardroom exposures.
Senior Vice President | Global Operations Leader | Revenue Management | Multi-Location Expertise I Technology Executive l Restructuring Expertise l General Manager l
3 周Beverly Behan Always an Inspiration! Thank you for always being a NORTH STAR!
Chief Risk Officer at Nautilus Indemnity Limited
3 周Great article. I agree with this. Increase appropriateness of the reporting and there is an increase in its value through more informed decision making.
Theatrical Productions, PRODUCER: Film and Stage , Retail
3 周Enjoyed reading it. Confirmed I was doing it correctly many years ago as to Board books
Lawyer, Director and Fellow of the Chartered Governance Institute
4 周Great article! This is 100% the biggest frustration I've heard from Board members over the years. One additional comment- this is less of an issue where the governance team has been appropriately resourced and mandated with the authority to review the materials and provide feedback in advance of distribution. Without adequate resourcing, all the commentary in the world isn't going to fix the situation.