Ensuring Your Board of Directors is Diligent


Board Packs Ensuring Your Board of Directors is Diligent

Published: October 3, 2023
Read Time: 8 minutes

Diligently reading

As a company secretary, chair person or chief executive officer, one of your most important responsibilities is to ensure that your board of directors are well-informed and prepared to provide effective guidance and oversight.

A key part of this is ensuring your board members diligently pre-read the board packs - the materials compiled and sent out in advance of board meetings containing information on the meeting.

Why Diligent Pre-reading is Critical

Ensuring that directors are diligent in pre-reading board packs is essential for several reasons:

  • Allows board members to come to meetings informed and ready to engage in productive discussions. Without pre-reading, board meetings become presentations rather than strategic discussions.
  • Enables board members to identify questions or issues ahead of time so they can be addressed efficiently during the meeting.
  • Provides board members context so they can connect agenda items to broader company strategy and priorities.
  • Promotes diligent governance by giving board members reasonable time to exercise their duties of care and loyalty.

Clearly, pre-reading is a prerequisite for an engaged, diligent board. However, competing demands often prevent directors from putting in the required preparation. As a leader, you play a pivotal role in helping board director to foster diligent pre-reading habits.

Set Expectations Upfront

Start by setting clear expectations for pre-reading during the board recruitment process and onboarding. Be transparent about the average length of board packs and the preparation required for meetings.

Inform candidates boards meet X times per year for X hours, with an estimated X hours of pre-reading and preparation before each meeting to be required. Gauge their willingness to commit the time required. The goal is to prevent surprises down the road.

You might even consider including pre-reading expectations in a board member position description or code of conduct outlining duties and commitments. This further reinforces diligence as a core responsibility of a diligent and effective board member.

Provide Materials Well in Advance

Board members are busy people with packed schedules. Enable diligence by providing board packs as far in advance as possible. Around 7-14 days prior to the meeting is typical. This gives directors sufficient time to read carefully, flag questions, follow up on issues and otherwise properly discharge their duties.

If possible, establish a standard distribution day like “the first Tuesday of the month” to promote consistency. End each board meeting with a review of the next scheduled distribution and meeting dates so there are clear expectations.

Prioritise Content

Do not overwhelm your board with excessive content that is tangential or non-essential to their governance role. Be selective about what you include. If the board pack is overflowing, directors will defer to what you highlight as most important versus reading everything.

Use executive summaries at the front of long reports to summarise key points and data.

Consider segmenting content into different documents so length seems more manageable. For example, separate quarterly financials and sales metrics into a “Performance Dashboard” document that board members can easily scan. Breakout specific strategies, risks and initiatives into separate focused memos. Use executive summaries at the front of long reports to summarise key points and data.

be concise and clear about your purpose for including each document

Above all, be concise and clear about your purpose for including each document. Tell directors explicitly what you need them to focus on and provide perspective on how it relates to broader goals. Help them quickly prioritise areas for diligent director review.

Leverage Technology

Technology can promote diligent preparation by making board materials more accessible, readable and actionable. Some specific tips:

Invest in a board portal to efficiently distribute materials and updates. Portals like Our Cat Herder allow you to control access, distribute board packs more easily and and encourage paperless practices.

Use data visualisation within documents to summarise key insights, metrics and trends. Well-designed charts, graphs and illustrations enable members to quickly grasp key takeaways.

Provide hyperlinks to supplemental sources and appendices for deeper dives without cluttering up core documents. Format packs for readability - use headings, sizing, spacing and colour strategically to draw attention to important content.

Enable digital notation so directors can flag areas for discussion or follow up as they review packs.

Overall, use technology that simplifies and speeds up processes while also enabling diligent information processing for diligent boards.

Schedule Time to Read

Encourage directors to schedule time on their calendars dedicated specifically to reading the board pack. This practice makes prep time concrete rather than allowing it to be pushed aside by competing priorities.

Some company secretaries draft board meeting agendas that include a 15-30 minute “Read Time” segment at the start of each meeting for directors to review materials relevant to the current discussion. Content should ideally be read in advance but this technique is a good way to get started with setting pre-reading expectations in boardrooms where there are issues with un-prepared directors.

include a 15-30 minute “Read Time” segment at the start of each meeting

Another way to help when board members constantly arrive at meetings un-prepared is to consider coordinating informal “Board Study Sessions” where board members gather to read materials together well before meetings. This time focused solely on prep work increases diligence.

Assess Understanding

Check for comprehension of board pack content at the start of each meeting. Perhaps pose a question or ask each member to share one key takeaway or question from their reading.

Consider including board pack review questions as part of regular surveys or self-assessments. Ask members to rate their diligence and preparation for meetings and provide recommendations.

Feedback tied to diligent reading signals it is a priority and allows you to recognise and reinforce positive preparation practices of diligent boards.

Curate Relevant Materials

For pre-reading to be valuable, materials must provide context and insights that support board duties. Avoid “dumping” operational data without purpose. Instead, be thoughtful in curating packs with that focus on the strategic rather than the operational.

Include summaries of key performance metrics and competitive landscape analysis related to the company’s top risks and opportunities. Seek out third party reports, expert perspectives and benchmarks to supplement internal data.

Tailor content to board committee responsibilities as well. For example, Audit Committee packs would emphasise different financial, risk, and compliance data than those for a Technology Committee.

Above all, focus on the big picture. Directors uniquely oversee strategy, materials should inform this priority.

Promote Engagement

Diligent reading fundamentally aims to spark meaningful dialogue. Tell directors you want them to arrive at meetings with perspectives to share, feedback to offer, and ideas to build upon.

Encourage members to email thoughts or questions on materials in advance of meetings to incorporate into discussions. You might even assign preparatory questions for each member to come ready to contribute.

When directors engage with information ahead of time, meetings become far more productive. Pre-reading and preparation unlocks their strategic guidance.

Lead By Example

As the leader, you set the tone for diligence. Demonstrate the behaviour you want from board members. Arrive extremely well-prepared for meetings yourself. Reference specific data and cite page numbers from the board pack in discussions to underscore your command of the content.

Your commitment will motivate the rest of the board to keep pace and take their governance role equally seriously. They will appreciate the effort you make to enable their success as a diligent board.

Evaluate Meeting Practices

If directors consistently seem unprepared for meetings, honestly evaluate whether ineffective meeting practices are discouraging diligent reading. For example:

  • Are discussions repetitive of previous meetings without enough new strategic substance?
  • Are members given sufficient time to contribute meaningfully once together?
  • Are complex topics presented without enough context?

Improving how you (or the chair) lead meetings may naturally enhance willingness to prepare. In turn, diligent pre-reading ensures meetings are robust, participative and generative. The two practices feed each other.

Make Diligence Part of Culture

Above all, instil diligent pre-reading as an essential element of your diligent board’s culture. Establish norms and expectations early that this responsibility underlies everything else. Lead by example. Praise and recognise those who demonstrate diligence. Incorporate readiness into assessments and feedback.

With consistency over time, you can cultivate a boardroom culture centred around diligent preparation and governance excellence. Directors will feel empowered to provide real strategic leadership. And they will approach every board pack as an opportunity to add value through their insightful preparation and engagement.

Additional Resources

Effective Board Packs: The Complete Guide

Board Accountability

Three Essentials of Successful Meetings

Frequently Asked Questions

What does diligent mean?

Diligent means careful and persistent in doing something. A diligent person is one who works with care, attention to detail, and persistence to get things done. Some synonyms of diligent include assiduous, conscientious, dedicated, industrious, meticulous, sedulous, thorough, and hard-working.

A diligent board member reads board papers closely, taking the time to understand the contents in detail. They carefully review the financial statements, proposals, and other information in the board packet. A diligent board member comes prepared to meetings, having read everything diligently ahead of time, and they consistently put in the effort to be informed about the company's operations and plans.

Diligence for a board member involves motivation to fulfils their oversight role, focus when reading dense material, organisation to keep up with board papers, and the will to diligently work through all the information they are presented with.

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