1. Writing Board Papers
Write to Govern
CS Winnie Jumba
July 2017

2. Table of Contents Preface Board Papers
Content Development & Presentation
Role of the CS
Common Mistakes in Writing Board Papers
Emerging Trends influencing preparation of Board Papers
Conclusion

3. Preface
It is prudent to recognize that the preparation of board papers stems from a general understanding of the role played by the Board of Directors in any organization. The Board has four primary responsibilities namely:-
Strategy Development and Management - The Board is tasked with the responsibility of steering the direction of a Company in liaison with the organization’s executive staff.
Performance Management - The Board’s role extends to exercising oversight during implementation of strategy. This is beyond mere performance management of senior corporate executives but focusing on matters that would ensure that the organization has the capacity to implement its strategy.  
Corporate Governance - Board members have the ultimate fiduciary responsibility making them responsible for assuring that an organization is operated within procedures and policies that are sound, prudent and ethical.  
Managing key stakeholder relationships - The Board must develop and maintain healthy relationships with external stakeholders (mainly comprising of regulators, shareholders, key suppliers and the general public) and internal stakeholders (mainly comprising of the organization’s employees).

4. Board Papers
Effective meetings begin here

5. The board pack – the major component of which is the board papers – is the key source of information for directors prior to a board meeting. The board pack supplies the data and information necessary to ensure that discussion and decisions at board meetings surrounding the four roles are productive and effective.

6. Content Development & Presentation
Adequately capturing “meaning”

7. The CS should ensure that all relevant paper work is included and structured in a manner that will solicit the required response from the Board.

8. Content Presentation Basic Rules
Board papers must focus the board on governance issues.
The board must be given enough time to read board papers.
Lengthy documents should contain an executive summary, table of contents and section and page numbering system, for easy reference.
Key points, options and recommendations should be highlighted, bolded or underlined.
Any complex technical terms should be explained, preferably in a glossary.
Be well written – the paper should be checked for spelling errors, bad grammar, rambling sentences, etc.
Tell the whole truth not just the “good news” – board papers can sometimes focus on the positives and gloss over the negatives.
The papers should be numbered and tied to the agenda.

9. Content Development
Content development concerns itself with the generation of reports that contain relevant information in the desired formats that will enable the Board make informed decisions on agenda items presented for discussion.

10. Content Development
Relevant reports will adequately inform and guide the board into deliberations and decision making if they contain the information in the following format:-
contain sufficient background surrounding the agenda;
clear on the classification of the issue in the agenda e.g. is it a Capex or a policy issue?;
content should be adequately summarized;
highlight the action sought from the board;
sufficient appendices should be enclosed to support any action required by the board e.g. issues surrounding publications should be supported by a draft publication for comments by the Board or technically worded resolutions that need to be passed also need to be tabled for consideration by the board;

11. Content Development & Presentation Typical Board Agenda items
Preliminaries – This involves matters such as welcome note by the Chair, confirmation of quorum, apologies, declaration of conflict of interest / independence and changes in the composition of the Board (if any) among others.
Minutes and resolutions passed since the last Board meeting – Minutes of the previous board meeting need to be enclosed for confirmation by the Board. The Secretary should also ensure that resolutions via circular vote are tabled at the meeting for ratification.
Report on Matters Arising – This is a summary of items that required follow up after the previous Board meeting that need to be tabled to update the Board on progress made.

12. Content Development … cont.
Standing Agendas Items – Standard agenda items update the Board on the affairs of the Company. Some of the standard agenda items include matters such as the Company’s Performance, CEO reports, operational policy issues, strategic issues, budgets for the year, Business preview and overview, Staff matters etc.
Reserve Matters – Due to the supervisory nature of the Board and the mandate entrusted to them by the Shareholders, some matters are purely reserved for deliberation and approval by the Board.  
Statutory Matters – This includes matters such as the use of Company Seal. Reports should be made to simply inform the Board.
Other reports and Correspondence – Management at times may be faced with matters outside the normal operating activities of the Company that require to be brought to the Boards attention. Copies of the summarized reports should be circulated to the board accompanied by a brief summarizing the matter and detailing any particular items that requires a decision by the board.

13. Content Presentation
“A board’s information needs will differ from those of management which subsequently influences the mode of delivery of information.”
“Papers presented to the board should be highly summarized containing only the most significant information but not at the expense of important content.”

14. Content Presentation … cont.
Thus, content prepared for the board should be presented to conform to the following guidelines:-
Pictorial presentation of the matters in question. Reducing several pages of literature into a picture enable the board to achieve the following:-
see big picture very quickly and not be consumed by detail;
see how management decisions relates to each other and to other aspects of the organization; and
enables the Board to easily extrapolate inferences on future implications on decisions by the Board.
Should have sensitivity analysis on the implication on their decisions.
Presentations should provoke the Board to ask certain questions to probe into an issue.
“Dot-point” format is preferable to lengthy paragraphs.

15. Role of the CS
Offering guidance

16. The CS, acting as a Liaison officer, should effectively link the Board and Management, by coordinating the development and presentation of key matters for deliberation and approval with the sole aim of achieving organization goals.

17. Role of the CS … cont.
The CS supports content development and presentation in the following main ways:-
Define calendar of meetings and when key matters should be tabled and discussed.
Engage Management in advance to set expectations and providing directions to management on:
the content of reports,
the format of reports,
the timing and timeliness of board papers, and
the amount of information provided.
 c) Prepare and circulate in advance any proposed technically worded resolution for consideration by the board. This will reduce ambiguity when soliciting board approvals and allow for clear and well defined amendments.

18. Role of the CS … cont.
d) Implore senior managers to devote sufficient time compiling papers for presentation to the board. They should prompt management to dedicate time to consider the following:-
- The classification of a matter i.e. is a matter a reserved matter, a capex matter or a policy matter;
the importance and urgency of the matter;
Implications of a matter to the company;
whether it is a new issue, or an existing issue to consolidate a response from existing information;
the scope of the task;
whether there is sufficient discussion time available; and
resource requirements and capacity.

19. The Buck stops with the Board
Why does the quality of board papers matter?
The Buck stops with the Board

20. Duties of Directors Duty to act within powers
Directors to only exercise power for which it is given
Directors to act only in accordance with the Company’s Articles of Association of the Company, any resolutions or agreement.
2. Duty to promote the success of the company – Directors are required to act in good faith and in ways that would promote company’s success for benefit of members having regard to:
Long terms consequences of decisions;
Interests of employees – note that there is reference made here to the transfer of employees between undertakings which is not currently catered for under Kenyan law;
Need to foster company business relationships with suppliers, customers and others;
Impact of company operations on the community;
Company’s desirability to maintain high standards; and
Need to act fairly as between directors and members.

21. Duties of Directors 3. Duty to exercise independent judgment
4. Duty to exercise reasonable care, skill and diligence - If care and skill not exercised, Director can be liable for negligence.
5. Duty to avoid conflicts of interest
6. Duty not to accept benefits from third parties
7. Duty to declare interest in proposed or existing transaction or arrangement
Duties under other statutes – Income Tax, VAT Act, CMA, Penal Code, Proceeds of Crime and Anti-Money Laundering Act

22. Board Papers … cont.
It is from an understanding of the roles of the Board that Board papers are developed and presented.
The board must put in place procedures that enable all directors to have good notice not only of decisions that need to be made by them, but also of the relevant supporting information in the board pack. This point is made clear by Justice Middleton in the Centro judgment (ASIC v Healey (2011) 196 FCR 291 at 346; [2011] FCA 717).

23. Common Mistakes
Things to avoid

24. Common Mistakes in preparing Board Papers
Some common mistakes made by Management and / or the CS when putting together the board pack include:-
Too much data / information;
Lack of use of visual aids in the presenting information; 
A heavy emphasis on financial and operational;
Not giving the board enough time to read the board pack by tabling papers at board;
Over-reliance on management for information the board needs for monitoring;
Management failing to disclose information because of its impact on staff or themselves as executive management;
Uses information to control or manipulate the board, e.g. providing selective or excessive/irrelevant information in the board pack; and
Knowingly uses the non-executive directors’ fear of appearing ignorant to avoid questioning by use of complicated or jargon-based information.

25. Emerging Trends
Anticipating tomorrow

26. Emerging Trends
Preparation and presentation of board papers will be greatly influenced by the following;
Technology Trends e.g. the development of online director board packs; Teleconferencing / video conferencing;
Emergence of the “ever busy” director;
Increasing complexity of the nature of companies operations;
Dynamic Markets and Globalization;
Increased awareness among key stakeholders on the rights and responsibilities of the Board;
Litigation, regulatory oversight and emergence of best practices;

27. Conclusion
Always remember…

28. To Clarify the key Question; To always think like a Director,
Conclusion
To Clarify the key Question;
To always think like a Director,
To canvas support;

29. Spell out the options and the pros and cons of each;
Conclusion … cont.
Spell out the options and the pros and cons of each;
Clarify what it is you want the Board to do;
Make the paper easy to read;

30. To always have the necessary appendices;
Conclusion … cont.
To always have the necessary appendices;
To always paint a picture where you can;
To always anticipate questions,

31. Questions and Comments

32. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.