Board documents: What you need for your next meeting & must-know best practices
Board documents drive the critical decisions board members will make. Too much information risks overloading board members’ precious time and resources, while too little risks withholding information necessary to make the calls that keep a firm on track.
So, what documents do you need to include for board meetings? What follows are some best practices to help you prepare successfully for your next board meeting, including:
- What board documents are
- Common types of board documents
- Challenges of preparing documents for the board of directors
- Sharing board documents
- The role of board document software in modern board rooms
What is a board document?
A board document is any official paperwork or records the board of directors creates, distributes and uses. From meeting agendas to formal correspondence, board documents inform board members about key issues, track decisions and maintain transparency within an organization.
10 types of board documents
The bulk of the board documents are compiled into a board pack. This serves as the main source of information for board members before and during a board meeting.
Board packs generally include the following key documents:
1. Agenda: The agenda provides an overview of what will be discussed at the board meeting. Agendas should confirm the purpose of the meeting, outline specific topics for discussion and review previous agendas to address any necessary follow-up. Agendas should be sent to board directors at least two weeks before the meeting. Board directors are busy, and this helps ensure they have time to review the agenda for the upcoming meeting.
2. Previous board meeting minutes: It’s important to review what was discussed in previous meetings and what the current outcome or status is. Our article, Effective Meeting Minutes (With Templates), offers insight into making the most of your minutes and maximizing meeting productivity.
3. Board resolutions: A board resolution is a formal decision or action the board approves. Boards may need to refer back to them in the future or use them to defend various decisions. Including board resolutions in board documents is crucial to keeping them secure and easy to access.
4. Bylaws: This board document outlines the governance structure, rules and procedures of the organization. Having it on hand ensures all board activities comply with the bylaws.
5. Annual reports: An annual report summarizes the organization’s activities and financial performance over the past year. The board may need to reference annual reports to compare performance with the current year, refresh themselves on previous achievements or set new data-based targets.
6. Documentation: This is the heart of the board pack, the information that guides board discussion and decision-making. Documentation can include:
- Company strategy
- Performance information via financial, human resources and management reports
- Approved budgets
- Committee reports
- Status of action items
- Program highlights for the year to date
- Board roles and responsibilities
- Copy of the organization's bylaws
- Human resources updates
For nonprofit boards, any documents pertaining to fundraising activities should be included.
7. CEO (or equivalent) risk/compliance report: This report, created by the CEO, presents risks that may impact an organization’s strategy, business model or viability. The CEO’s team should research and make the report weeks — possibly months — before a board meeting.
8. Financial reports: Financial reports are among the key board meeting documents. Without the financial report, board members cannot make informed, thoughtful decisions on the company's direction.
Financial reports typically include:
- A statement of financial position
- A statement of activities
- Cash flow forecast
- Actual results compared to budget
- Operational figures
The CFO and senior management from Finance are responsible for generating this report and should provide the materials in a timely manner for inclusion in the board pack.
9. Committee reports: Corporate board committee reports will likely be more technical, with detailed financial reports, strategic reports, research on a product or service, or analysis. These reports should also be included in the board packs. Nonprofit committee reports focus more on fundraising or community involvement.
10. Major correspondence: In many organizations, an investment relations officer (IRO), who reports to the board, is the main point of contact between shareholders and board directors. The IRO usually handles inquiries from shareholders and investors. This information, which can raise critical issues, should be addressed at board meetings.
"As year-round shareholder activism becomes the new norm in the American boardroom, directors are called upon to prepare for and respond to any possible activist challenges," according to the National Association of Corporate Directors.
Common challenges of preparing board of directors documents
Preparing board of directors documents is often a complex task. Many organizations struggle with:
- Balancing information and clarity: A common mistake is including too much data in board meeting documents; directors may feel overwhelmed with all of the documents that need to be reviewed. Only include the most necessary, time-sensitive and relevant documents.
- Ensuring accuracy: Above all, board documents must be accurate. This is especially crucial for financial reports, legal issues, decisions made in previous meetings or any material subject to regulatory requirements. Keeping information accurate across documents and versions can pose a significant challenge.
- Maintaining consistency: Boards often need multiple versions of the same document, such as multiple copies of meeting minutes or years of annual reports. Consistent formatting, terminology, and structure help avoid confusion, but ensuring quality across a high volume of materials is also difficult.
- Security: Board documents contain highly sensitive information, including financial data and personnel decisions. Using secure communication channels and encrypted storage is optimal, but many boards communicate over text and email, potentially compromising data.
- Timeliness: Another mistake is distributing the materials too late, which doesn't give the board of directors time to review the documents. "The timely receipt of the board papers allows directors to form an opinion prior to a meeting and to ask questions of the CEO and management about what will be discussed or decided at meetings or to discuss issues among themselves," notes Effective Governance. "The provision of timely and accurate information can be critical to the board's ability to appropriately challenge and scrutinize management."
Sharing board documents
How far in advance should you send the documents to board directors?
The World Economic Forum suggests, “Try to ensure board members get their papers at least a week in advance. If there’s a deadline, meet it with several days to spare in case there is feedback before it goes to the board.”
How timely document sharing is often comes down to the tools organizations use. Many have shifted to virtual tools amid more widespread digital transformation, but several other options are still used frequently:
- Email: This is one of the most traditional methods for sharing board documents. While prone to breaches, email remains in use because it is familiar, simple, and easy for less technologically-inclined board members. Many organizations also appreciate the ability to send and receive emails almost instantly.
- File-sharing services: Cloud-based file-sharing services allow users to upload documents to a shared folder, which board members can access through a link. More secure than emails, secretaries can create links only directors can access, mitigating the risk that board data will fall into bad hands. That said, file-sharing security doesn’t always rise to board-level governance.
- Physical distribution: Printed board books were once the gold standard of board document sharing. Many corporate secretaries still print and mail board packets, which can be easier for some board members to review. While avoiding technology can appeal to less savvy board members, it also introduces significant administrative and supplies costs.
- Board portals: These secure, cloud-based platforms represent the future of board document sharing. Tools like Diligent Boards centralize all board documents and communication in an encrypted governance platform, promoting streamlined document creation, collaboration and distribution.
The role of board document software in modern board rooms
Board document software transforms how modern boardrooms operate. Traditional paper-based processes have given way to paperless board documents, enhancing the boards’ ability to access secure, accurate and mission-critical information.
The shift to centralized board documents also helps meet legal and compliance requirements, making boardrooms more agile. Boards that adopt board management software embrace:
- Efficiency: Board document software eliminates the need for printed materials. This makes board documents more sustainable and less costly to produce. Moreover, paperless board documents offer directors instant access to up-to-date insights, driving more strategic decision-making.
- Centralized access to documents: Board document software stores all material, from meeting minutes to financial reports, in a single, secure location. As a result, board members can access documents from any device, anywhere, ensuring they always have accurate information at their fingertips.
- Enhanced security: Board document software is a significant step up from emails and file sharing. Through encryption and access controls, software safeguards sensitive information. As a result, robust board document software reduces the risk of data breaches, unauthorized access, and loss of client-attorney privilege.
- Real-time updates and version control: Paper board documents take hours to produce and can easily be outdated by the time the board meeting updates. Digital documents, however, can be updated instantly, with versioning that makes it easier for boards to see only the latest materials. This reduces confusion over which documents to reference.
- Improved compliance and governance: Laws and regulatory requirements set standards for how board must store and engage with board documents. Board document software securely archives records and offers easy retrieval for audits. This streamlines board governance and ensures the board is always audit-ready.
Making the digital switch for better board documents
Compiling a massive number of documents and shipping them to board directors is the traditional method of distributing paper board packs. Some board packs may be distributed via email. However, what happens if a last-minute document or change is needed? How are boards of directors to maintain version control?
Digital board portals can help streamline communication, maintain version control with the most updated materials, reduce mailing and printing costs, collate information, and ease the time and work burden of staff. While tools like Diligent Boards, part of the Diligent One Platform, can revolutionize document management, not all software solutions are made equal.
Download our board management software buyers’ guide to learn what to look for — and what to avoid — in your new board document software.
