Boards want briefing materials that provide them the information they need for informed deliberations and decision-making. So, here are some suggestions to help you prepare great briefing materials.
Page 1: Tell the Board Why and What – Then Summarize Your Story
Say why you are providing this material to your board.
State the what of the agenda topic. What are you asking the board to do? This is where you say what you need from your board.
Here are examples of how to “set up” your board’s discussion or decision:
- Report of internal audit. The Internal Auditor will present the Department’s quarterly report to the Audit Committee. During this report, the Internal Auditor will highlight progress on the department’s planned review of payment controls and audit of expat employee expenses. We look forward to your questions and comments on that progress.
- Approve company’s strategic plan. Based on the board’s review and deliberations regarding the board’s July strategic plan meeting, management has updated the company’s 5-year strategic plan to reflect input and suggestions the board provided at that meeting. Management is recommending board approval of the updated strategic plan attached.
- Review capital strategy and capital plan. In connection with the board’s review of the capital plan, we are looking for your input as to the relative merits of the alternative dividend policies we are presenting for your consideration. Based on your deliberations and input, we will prepare a final recommendation for approval at your next meeting.
- Evaluate CEO Performance. In advance of the Compensation Committee making annual and long-term incentive compensation decisions for C-Suite officers, the Committee is seeking Board’s assessment and evaluation of the CEO’s performance during the fiscal year. The CEO will present his self-assessment then leave the meeting while the board meets in executive session of independent directors for discussion. Later, the Compensation Committee will meet to make compensation decisions.
Then, summarize management’s perspective on the agenda topic. Do this in 2-5 bullets. Include a few key facts in support of that perspective. In other words, tell the reader what you are going to cover in greater depth in the following pages. State your conclusion here, do not leave readers guessing.
Pages 2-10: Tell Your Story
The balance of your deck dives into greater depth, but not too much! Most agenda topics can be addressed in 10 pages or less. Not all, but most. It’s a good goal to set for yourself. As you draft, consider:
Assume your directors will read your deck carefully – and come to the meeting prepared to discuss the agenda topic and make needed decisions.
Keep in mind the information imbalance between management and your board. Management is daily and deeply involved in the company’s operations, personnel and challenges; directors much less so. Ask yourself: what information will best help directors have well-informed discussions and make well-informed decisions? Avoid “inside baseball” minutiae and details.
Write in Plain English. Use short sentences, active voice, and bullets.
Decode acronyms. Provide a glossary with the terms spelled-out and definitions. Do not leave directors guessing what a “ACM” or “FIFM” or “GIP” is at your company.
Be visual. Use graphs, color, and pictures to illustrate your points or highlight information. Vary font size to organize information and guide the reader’s eye.
Include any key financial takeaways. Put detailed financial schedules in your Appendix.
As you write, anticipate and address likely director questions:
- How does your proposal compare to what our peers are doing? Do your benchmarking!
- Did you consider other approaches before recommending this one?
- What assumptions underlie your recommendation?
- How have you assessed risks? What will you do to mitigate them?
- How does your recommendation/proposal advance your company’s long-term goals/strategy or address the crisis at hand?
Appendix: Use For:
- Detailed financial schedules (key takeaways are in the body of the deck).
- Organization charts relevant to human capital management topics like succession planning
- Subsidiary structure if relevant to the agenda topic
- Supplemental flow charts at the level below those included in the body of the deck
- Excerpts from relevant documents, e.g., a provision of your company’s certificate of incorporation By-Law, stock plan, indenture or similar if relevant to the discussion and decision
Remember: Great briefing materials can significantly elevate your board’s meetings and decision-making, and its overall effectiveness.
Watch for more posts about presenting at board meetings and facilitating effective board discussions.
