Governance Board Paper Template

This board paper template provides a framework for preparing professional, structured board papers that will be included in board packs for upcoming meetings. It covers the key sections and information required for board papers along with guidance on the level of detail to include in each section.

The template serves as a guide only - the actual contents and structure may vary depending on the specifics of each paper.

The goal is to prepare papers that succinctly communicate the key details, rationale, implications, and recommended actions to allow the board to make informed decisions. Papers should be focused, logically structured, clearly written, and data visually presented to enable board members to readily comprehend the matters at hand.

Board Paper Template

Board Paper Title

• Insert a clear, concise, and descriptive title for the agenda item that summaries the purpose
• Indicate if for noting, for discussion or for decision. Eg: “Example Title [For Discussion]”. This might also be clearly noted under a seperate heading item.

Agenda Item

• Include the agenda item number from the meeting agenda

Sponsor

• Provide the full name and title of the executive sponsor submitting the paper for board consideration

Presenter(s)

• Provide the full name and title of the person(s) who will be presenting the paper to the board

Draft Resolution

• Insert the exact wording of the proposed resolution the board is being asked to approve. Should be clear, concise, and contain sufficient detail on the extent of authority, responsibilities, and actions expected. The resolution acts as a legal record of board decisions.

Purpose and Context

• Explain in 3-5 sentences what the primary purpose and desired outcome of the paper is. State why it is being submitted to the board at this time. Provide relevant context on why board consideration is needed.

Background

• Provide necessary background information to ensure a non-executive director can understand the proposal and rationale, ideally in 1 page or less. Explain any unfamiliar terms, acronyms, or technical matters.
• Summarise any previous board consideration or decisions related to this specific proposal. Reference any prior papers, presentations, or board minutes if applicable.
• Identify any external advice, consultants, or third party information involved in the preparation of the proposal. List any external reports or data relied upon.

Recommendation

• Succinctly outline the recommended course of action or decision in 1 page or less. Do not simply repeat earlier sections.
• Explain various options considered by management and the key criteria used to select the preferred recommendation. Summarise pros/cons or highlight how each option scored on the decision criteria. Use tables or charts as appropriate.
• Detail the outcomes management is seeking to achieve if the recommendation is adopted. Explain the rationale for the recommended approach.
• If the implications are complex, provide more details in an attachment.

Issues

Strategic Alignment

• Explain in 3-5 sentences how the proposal aligns with, supports, or advances agreed strategic and business plans. Reference specific strategic priorities, goals, objectives that are applicable.

Financial Implications

• Summarise the key financial implications, ideally in 1-2 paragraphs or less. Focus on the executive summary level insights most relevant for board members to assess.
• Indicate whether expenditures required are budgeted or unbudgeted.
• Comment on proposed timing of expenditures and impact on cash flow forecasts.
• If a detailed business case or financial model has been prepared, summarise key points such as ROI, NPV, IRR, breakeven period. Include high level P&L, balance sheet, and cash flow assumptions.
• Note if external financing or funding is required. Quantify financial risks where feasible.

Risk Analysis

• Identify the major risks associated with the proposal and how they will be managed, ideally in 1 page or less.
• For each major risk, assess the likelihood and potential impact levels using a simple 1-5 scale (e.g low, moderate, high).
• Outline proposed strategies to mitigate or manage each risk.
• Can use a table to summarise:

Legal and Compliance

• Outline any material legal, regulatory, or compliance requirements, implications, or risks in 1-2 paragraphs.
• Note relevant legislation, regulations, or standards applicable. Seek legal counsel input as appropriate.
• Identify appropriate internal controls, compliance processes, and risk management procedures followed in developing the proposal.
• Highlight any required legal agreements, contracts, or other documentation needed.

Management Responsibility

• Provide full name and title of the executive who will be responsible for overall management and execution of the proposal if approved.
• Identify the manager who will handle operational oversight and day-to-day administration if approved. Specify if a steering committee will provide governance.

Consultation

• List the names, titles, and departments of key internal stakeholders consulted in preparing the proposal.
• Note any external third parties that provided input such as consultants, legal counsel, regulators, or industry groups.

Signing of Board Paper

• Provide signature of sponsoring executive certifying accuracy of paper contents
• Include date signed

Attachments

• List documents included as attachments, labeled clearly and numbered sequentially.
• Include an index summarising attachments if more than 3-4 attachments are included.

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Additional Resources

Company Secretary Playbook: Effective Board Meetings

How to Present to the Board of Directors

How to Structure Your Board Packs

Effective Board Packs: The Complete Guide