Boardroom Best Practices

Modern Governance expert panel report #2: Board papers

Modern Governance is “The practice of empowering leaders with the technology, insights, and processes required to fuel good governance”.

In practice, it means adopting a single, unified software platform to manage all aspects of governance, including board papers, minutes, secure communications, voting, collaboration tools, document sharing and more.

The best of these platforms bring much more to the table as they include analytics tools to interrogate the data they manage, revealing hidden connections and even discovering new risks and business opportunities that may otherwise have gone undiscovered.

They’re necessary because the digital age has brought challenges as well as benefits. The panel at Diligent’s Modern Governance roadshow’s Sydney edition was on hand to share their insights, take questions from the audience and trade boardroom ‘war stories’. They were:

  • Jane Bowd: Group Company Secretary & Corporate Counsel at Coca-Cola Amatil
  • Andrew Horne: Corporate Governance Professional, Lawyer, Chair and Non-Executive Director
  • Melissa Jones: General Manager at Company Matters, a member of the Link Group
  • Mathew Ronald: Director, EY and Board, Governance, and People adviser

This blog is a condensed and edited slice of their discussion.

Diligent’s Sydney roadshow panel provided the audience with a raft of hard-won insights into their challenges and experiences. The explosion in data about companies, customers, competitors and more is making board packs bigger and bigger, and the increase in scrutiny from regulators and stakeholders are making board papers an important source of information – and legal attention.

Who’s responsible for getting board papers right?

The panel took several questions from astute audience members, which triggered intense discussions and reflections among the panellists. For example, the following query raised a central dilemma for all Company Secretaries and governance professionals:

“We don’t yet have board papers nailed … where is the responsibility around getting that right? A leadership team has a responsibility to appropriately curate information, and a board has a responsibility to articulate what it needs and wants to hear but how do you deal with the question of whose responsibility is it to get the papers right?”

The panel agreed that a fundamental consideration for boards and board papers is that they should focus on primary responsibilities – strategy, direction and supervision – and not stray into operational or management concerns. Andrew Horne:

The responsibility lies with the management team to work with the CEO and the CFO and the Chair to frame the questions and prepare the papers. And the board has to have the restraint and discipline to stop at strategy and supervision and leave management to do what they do.

In terms of getting board papers ‘right’, there was a consensus that getting feedback from board members is critical. Discipline is required here, from company secretaries (to seek feedback) and board members (to give feedback) alike. Jane Bowd:

[Board members must] actually give some disciplined examples of feedback … that feedback loop is the mechanism by which you’re actually going to achieve better papers.

On a more practical note, the board also noted the significant challenges posed by the expanding size of board packs and managing the vast quantities of data flowing into most organisations. One suggestion was to use the organisation’s board software package to prepare monthly board reports, to supplement board packs and keep them to a manageable size.

How to manage board papers

The panel also considered how board cultures might need to change so they can manage information better. Intriguingly, the panel discussed how board culture could help create better processes around board papers and contribute towards a more manageable information flow. Matthew Ronald:

At the simplest level it’s about taking information that’s already been recorded, putting it on one page, taking a step back, and asking ‘what story does that tell us and how do we report that back to the board’?

On a purely practical level, the panel strongly advocated using templates to make board packs easier to create, manage and digest. The key to making templates effective is to tailor them to the organisation and its needs. Doing so makes report preparation faster and provides consistency in terms of the information presented. Melissa Jones:

It sounds boring, but the number of times I’ve been asked to just send somebody a board template or a CEO report template … where I’ve seen it work well is where you’ve got the CoSec, the Chair and the MD or the CFO work together to create a template that works for the organisation.

Creating a regular and reliable flow of relevant and readable information is a shared responsibility. Board software can play a vital supporting role, but Company Secretaries and board members must take the lead.

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