This article first appeared in LexisNexis’s journal, Inhouse Counsel.
Board papers are a bit like dirty dishes — once you’ve finished one lot, the next lot has piled up, and the board paper round begins again. So how can you make the process simpler for yourself?
If you have a company secretarial role, you will be very familiar with the board paper process, but you may need to guide those new to writing board papers.
Even if you are experienced at writing papers, you may have experienced having to rewrite your paper several times to satisfy your colleagues. Or even worse, you may have finished a paper and found a key stakeholder disagreed with its basic premises.
Writing well is about managing your time, so you have the “right” amount of time to meet your deadlines. Too often people do not allow enough time for planning, which results in the revision and editing process taking a disproportionate amount of time.
Please note, in this article I am talking about decision, discussion and noting papers, not the regular reports the board receives, such as the CEO and CFO reports.
The consulting and planning stage
If you are lucky, you’ll be given a written brief, but in my experience, that doesn’t happen often. If you’re not given one, I recommend you write yourself one and use it to engage with your stakeholders before you write your first draft. As you are writing your brief, you may find it useful to discuss your ideas with a colleague. Talking about a topic often helps clarify your thoughts.
When you are writing a brief, here are some of the questions to ask yourself.
Why is this paper going to the board?
- Is the paper of strategic significance?
- Are there significant risks the board should be aware of?
- Has the board requested the information?
Having a clear purpose and desired outcome sounds obvious, but I am surprised how often I hear from directors: “I have no idea why I am reading this paper or what the writer wants me to do with this information.”
What are my key messages?
Sorting out your key messages is harder than it sounds when you have the “curse of knowledge” about a topic. Whatever analytical or problem-solving tools you are using, you need to be able to state your key messages verbally or in writing in one or two sentences.
What do directors know about your topic?
A common mistake many writers make is assuming that the board has the same level of understanding about a topic as management, and they even fail to spell out their acronyms or explain their assumptions.
Or they make the opposite mistake of thinking that the board knows nothing, but needs to know everything. They then give an overwhelming amount of background detail and technical information that smother the high-level key messages. The danger of this approach is that the conversation in the boardroom may be diverted from things that matter into inconsequential minutiae.
What questions could directors want answered about this topic?
When you’re thinking about the board, you need to consider their role and their skill sets. Many board-paper writers will never meet the board, but they should all be aware of their role and understand the difference between writing for the board and writing for the executive team.
If you have never written for the board before, I suggest you take a look at their bios, which are usually on the website, to see their skill sets. It’s also worth talking to someone who regularly reports and presents to the board to get a better understanding of the audience. There will nearly always be a detail person on the board, but don’t aim your paper at that person. If your key messages are supported by relevant evidence, you should satisfy that person too. They can always ask for more information or be briefed outside the boardroom.
Once you have agreement about your brief, then it’s time to plan your paper. There is no “right” way to plan. I envy people who plan their structure in diagrammatic form using pyramid diagrams or mind maps, but I don’t think like that. I mull ideas in my head and wait for them to crystallise before I can start writing with confidence.
Other people find that writing a stream-of-consciousness first draft helps them sort out their thoughts, and some people jot down headings on paper. If you are a person who writes a stream-of-consciousness first draft, you must be prepared to rewrite to restructure your material and delete waffle. Too often, board papers end up in the board pack that could do a rigorous rewrite. The information is there, but directors have to read it at least twice to work out what’s important.
The writing stage
Once you’ve sorted out what you want to say and why, it’s time to download the board-paper template. Avoid the temptation of using an old paper — the template may have become degraded over time. Also avoid using someone else’s old paper as a starting point for an update. Your paper needs to be written in your voice.
For many of us, writing is the easiest part of the process, and as with planning, there is no right way to approach writing. Some of us write a draft in a single sitting; others write in snatches of time. Some rewrite and edit at the end; others rewrite and edit as they are writing.
Some of us are fast writers; some are slow. People often tell me in workshops that they want to write faster, but I am not sure that writing fast is necessarily better than writing slowly. I listened to a podcast where a person said she’d written a non-fiction book in a week, but then the rewriting dragged on for months. I’d prefer to write slowly and do less rewriting. But it’s the end result that matters, not the process.
As you’re writing you will have your audience at the back of your mind, but your focus will be on structuring your content and stringing your words together. Even though you are working within the confines of a template, your paper must be well-structured and coherent in its own right.
Structure of decision and noting papers
The structure of a decision paper is different from the structure of a noting paper, although both must get to the point upfront and anticipate and answer directors’ questions.
A decision paper has a traditional narrative structure, but unlike a story, readers know the outcome upfront in the recommendation and summary. You then take a step backwards and briefly explain the background and context. The next step is to lead directors through your logical argument that supports the recommendation. The reasoning must be based on strong logic and include relevant supporting evidence.
Directors’ questions might include: What are you asking for and why? How much will it cost and is this budgeted for? How does this align with strategy? What are the risks and how will they be managed?
A noting paper or discussion topic may address a single topic, or be an update across a range of items. With single topics, the structure may be an inverted pyramid with the most important information at the top. If the paper covers a range of items, they may be grouped under subheadings.
Directors’ questions might include: What are you telling me about and why? Is there anything I should be excited or concerned about?
The value of a template is that it provides consistency, so you shouldn’t change main template headings. If your template is very prescriptive and inhibits the structure of good writing, I suggest you campaign to have the template changed.
Modern template headings
- Key points
- Key points
You could choose other words, such as “Draft resolution” instead of “Recommendation”, “Summary” instead of “Key points”, and “Considerations” instead of “Discussion”.
If an organisation has a one-size-fits-all template, it will be based on the decision template.
Ten years ago, I often saw a purpose statement at the beginning of a paper and a recommendation at the end. The modern trend is to have the recommendation at the beginning in a decision paper, so directors know immediately what they are being asked to approve.
Some people argue that a summary is not necessary in a board paper because most board papers today are only two to five pages. I like a concise summary because it lets directors know immediately what the paper is about. They can read the rest of the paper with a questioning mind.
Many templates have compulsory headings about strategy, risk and financial implications. These topics must be addressed when relevant, but the headings won’t apply to all papers. Better, in my opinion, for writers to add their own specific subheadings when appropriate.
Use a mixture of prose, lists and visuals
Within any template, writers can add their own subheadings and use a mixture of prose, lists and visuals (eg graphs and tables).
Many organisations develop their own writing culture and some have an unspoken preference for information presented in a certain way, for example, everything in bullet points. Such preferences are usually just habits, so use all the tools in your writing toolkit.
- prose works best when you are writing persuasively and want your writing to flow well
- bullet points are useful to back up information or write about discrete points
- tables and graphs show data and trends succinctly and clearly, but they often need to be supported by a statement about what the data means.
Use jargon sparingly
The Plain Language Association International (PLAIN) says: ‘A communication is in plain language if the wording, structure, and design are so clear that the intended audience can easily find what they need, understand what they find, and use that information.’
Directors say they hate papers riddled with jargon and acronyms, but I think it is difficult to avoid them entirely. So although some jargon and technical language will inevitably creep in, ask yourself if directors will be able to read and retain the information in a single sitting. I find I often have to re-read board papers at least twice to understand them, and given that many board packs run to hundreds of pages, that’s a lot of reading!
The reviewing and editing stage
Reviewing and editing are two distinct processes. When you’re reviewing your paper, you’re asking yourself: “Does this paper work — will directors understand why I want them to approve this decision paper or what they should reflect on in this noting paper?”
Read your paper right through without making any changes to the content. If you’ve printed it out, put your pen down! If you start correcting the copy, you will lose sight of the bigger picture. The same applies if you’re reviewing someone else’s writing.
Once you’re satisfied with your paper, it’s time to check for typos and grammatical errors. Also check the formatting. We judge writing by the way it looks, and if your paper has long paragraphs and not much white space, it will look difficult to read.
Some people don’t bother to edit their paper before it goes on its reviewing round, saying that “people will just change it anyway”. Yes, there will always be people who can’t resist “putting their mark” on a paper, but that’s no excuse not to edit. If you have consulted well, the changes should be more about style than content.
And then it’s time to say goodbye to your paper and begin all over again with the next one. Hopefully, it will be an easier process the next time!
Common mistakes with board papers
A study by Board Intelligence in the UK found that 84% of directors are calling for more succinct and re-focused board papers. More than 50% of respondents said their board pack had grown because of more emphasis on compliance and regulation. If board packs grow too large, there is a risk that some papers will not be read thoroughly.
Well-written papers are essential to help directors meet their fiduciary duties.
Common board-paper faults include:
- Directors do not know why they are reading a paper or what action the writer wants them to take.
- Papers are often poorly structured, so directors have to read them twice to work out what they are saying.
- Writers smother their key messages with irrelevant details that divert conversations in the boardroom away from the real issues.
- Writers produce a concise paper and then include detailed appendices that directors must read.
- In many board papers, summaries are an introduction or background statement, not an overview of the topic.