The Diligent team Image
The Diligent team
GRC trends and insights

What documents should you include for board meetings?

March 13, 2017
0 min read
Empty board room with windows looking out to the city

The information included in board packs drives the key 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.

Board Pack Overview

The bulk of board meeting documents are compiled into a board pack, which serves as the main source of information for board members prior to a board meeting as well as during a board meeting.

According to the Effective Governance firm, an advisory organization, board packs generally include the following key documents:

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 board meeting. Board directors are busy, and this helps ensure they have time to review the agenda for the upcoming meeting.

Previous board meeting minutes: It's important to review what was discussed in previous meetings and what is the current outcome or status. Our article, Board Meeting Minutes Template & Step by Step Guide, offers insight into making the most of your minutes and maximizing meeting productivity.

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.

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 create the report weeks ' possibly months ' before a board meeting. The board needs to be satisfied that senior management is communicating expectations and 'emerging and ongoing risks," according to Compliance Week.

Financial reports: Financial reports are among the key board meeting documents. Without the financial report, board members cannot make informed, thoughtful decisions on the direction of the company.

Katz Sapper & Miller suggests including:

  • 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.

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 tend to focus more on fundraising or community involvement.

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.

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.

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 scruntinize management."

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."

Making the Digital Switch

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? Finally, some board members may forget to bring their board packs to the meeting.

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. Benefits of Using a Board Portal on the Diligent blog offers more insights and tips.


Your Data Matters

At our core, transparency is key. We prioritize your privacy by providing clear information about your rights and facilitating their exercise. You're in control, with the option to manage your preferences and the extent of information shared with us and our partners.

© 2024 Diligent Corporation. All rights reserved.