News and Views
May 2, 2018
Posted in: WATSON Views
She held her breath as she pressed download on the board portal. How many different documents would it be this time? Wow, a new record. Five business days to the board meeting and she was expected to read over 700 pages. Scanning the agenda, she hoped the order of the documents matched the topics listed. She leaned over to the printer and loaded a new ream of paper to start the printing. Sure, she could annotate on her iPad, but referencing back and forth between documents was a challenge she wasn’t up for this time. As she glanced over at the printer, she noticed once again a new format to the quarterly update. This should be interesting, she sighed to herself. If only management could give her information that worked for her. Of course, she would read everything, as she always does to ensure she is prepared for the board meeting, but does it always have to be a case of too much, too late? If only…
Okay, Madam Director. You’ve been on a management team reporting to a board, so you know how much work it is to put together a board package. You remember only too well how it took the management team weeks to produce the materials – first to agree on content, to review, to cull, to add data, build spreadsheets, PowerPoints™ and summaries. On particularly important issues, the CEO took the team through a rehearsal prior to the meeting. Assembling the board package struck a chord of resentment in some of the senior management for the inordinate amount of work it creates for their teams to assemble copious amounts of information only to watch directors cast nary an eye on the most important pieces and, in some cases, run out of time before the CEO came to the section you and your team worked weeks creating. If only…
So, Madam Director, here is your chance. Tell us what it takes to craft the perfect board package.
What advice would you give management teams to help improve board packages?
MD – The answer doesn’t lie solely with a well-crafted board package, although there are some approaches I consider valuable and will share later. It really comes down to stepping back and understanding each other’s responsibilities. I’ve heard management lament that they have to work with the board. It shouldn’t be a case of I have to, but a case of I get to work with the board. Management needs to honour the board’s fiduciary duty to safeguard the organization and carry out their responsibilities, including setting the tone at the top, (co)developing strategy, managing risk and performance and establishing strong leadership.
If the board is expected to weigh in on a strategic decision, shouldn’t they have all the information available?
MD – Of course they should, but it comes down to a case of quality, quantity and timing. The easiest way, and in most cases, the least valuable, is for management to simply dump everything on the board, but this typically erodes quality. Management needs to continually ask themselves, what would I (as a director) need to know (and receive) in order to make a decision? Typically, the answer to this question is not all the information. Reliance on management is key, but not blind reliance. Boards need to trust the information coming before them, yet still probe and ask questions of management. Sometimes when there is a lack of trust between the board and management, management feels the need to give all the information to signal transparency. Thoughtfully designed board packages play an integral role in building trust.
Hey WATSON, do you have any tips on how to walk a mile in a director’s shoes? How can our management team get a better understanding of what the board expects of us?
One of the best processes to strengthen board/management relationships and walk a mile in each other shoes is a Mutual Expectations activity. If you have any tension between the board and management, engage an external consultant to facilitate; however, in the case of strong dynamics, the CEO or Chair (or Governance Committee Chair) could run this activity. Separately, the board and management are asked to describe and share expectations of each other. The more specific, observable behavior and examples both groups can think of, the more impactful the conversation. Some boards take this a step further and ask directors and management to share feedback on how each party is meeting expectations at the end of each meeting. In camera, directors share specific feedback on the CEO that the Chair will later share privately. Over time, dynamics shift in the room and trust builds.
Have a governance question?
Many executives are adept at preparing business cases for CEO approval and understand how the CEO likes to receive information. That is no easy feat when you have a dozen decision makers around the table who have different preferences on how to receive information. How does a management team cater to multiple directors’ communication preferences?
MD – This is tricky for every management team. Start by knowing who is in the room. Ironically, knowing who is in the room typically takes place outside of the room. The Chair and CEO should create opportunities for the board and senior team to get to know each other, in post board meeting dinners or scheduled team building as part of the annual off-site. Another approach that I personally enjoyed as a member of management, was having directors visit our sites and meeting my team as part of their orientation. I learned a lot about directors simply by giving them a tour of the operations and listening to the types of questions they asked.
Another effective approach I have seen work is a Communication Style Assessment. Prior to our off-site, management engaged an external consultant who administered an online assessment with every director. The consultant met with each of us individually to share our results and help us understand a little bit more about ourselves and how this translates into how we communicate and like to receive communication. At the off-site, he facilitated a discussion and put us through a few exercises to help us identify each other’s communication preferences. It was fascinating, and dramatically helped not only the way management shared information with the board, but how we as a board communicate with each other. I would also be remiss if I didn’t mention the Platinum Rule of communication.
The Platinum Rule?
MD – We all know the Golden Rule: do unto others, as you would like to have done unto you. But in communications, it is all about the Platinum Rule: communicate with others as they would like to be communicated with. In a board package this translates into presenting information in a variety of ways. One size must fit all. Consider the following options:
- Executive Summaries – for every major item on the agenda, provide an Executive Summary or Briefing Note. What are you really asking the board to do? Include the Desired Board Action – approval, discussion, FYI. Also include contextual information that makes it easier for directors to get on the same page: a high-level summary of the issue, background, options for consideration, an overview of alternatives considered, the rationale behind recommendations, alignment with strategy, financial and risk-related implications, anticipated stakeholder feedback, etc.
- Support the Summary – provide additional context and data. This can be packaged in the appendix, but for many of us, we cannot support a decision or weigh in unless we have all the data. And, make sure it is easy to find – don’t make us dig through pages and pages.
- Draw us a Picture – it speaks a thousand words (especially for visual learners), and often a well-crafted graph or diagram can distill pages of data into a comprehensive summary.
- Align the Package with the Agenda – ensure that the information in the board package follows the flow of the agenda. Nothing is more frustrating than having to go back and forth in the package to find the relevant information. This may seem trivial, but it is very helpful to consolidate the information into one PDF document with bookmarks; this ensures that each director has the exact same information in the desired order. It also ensures that they do not miss any information.
You mentioned quality, quantity and timing. Are there rules of thumb that management should strive for?
MD – Although one (board package) size must fit all (of the directors), there isn’t one size that fits every board. It is a little trial and error. However, I would recommend that after a little tinkering the management team stick to a winning formula. I have seen management teams change up the look and feel of the package to impress the board or to cater to different preferences. This approach often backfires. As a board, we value consistency; it makes it easier for us to review and prepare for meetings if we know how we are going to get the information. If management wants to shake things up a little, I suggest they leave this for the strategic offsite.
What about timing? When is the optimal time to receive a board package?
MD – Well, it goes without saying, the earlier the better, but again, this varies with each board and management team and is not always possible. With the increase in the number of CEO’s and other full-time employees sitting on boards, a clear weekend is a bare minimum for them to consider the materials thoroughly. A consistent package the board trusts may give the management team some leeway in timing, but again, I would remind management to ask themselves two questions: 1) How can we ensure the board is fully prepared at the next meeting? 2) How can we ensure the board honours its responsibilities?
I want to leave you with a different take on timing. When you talk timing of board packages, most people think about the few days between receipt of the package and the meeting. One of the most effective approaches I have seen management take is what I call the Long View Socialization, whereby management brings forward information and education months prior to a decision or approval point. Take for example a major IT investment that is part of the strategic plan but isn’t slated for final approval until the third quarter. To help prepare the board and educate them on a topic that may be foreign to many directors, the management team included FYI backgrounders in each board package throughout the year and invited an external consultant to educate the board on options, risks and considerations at a mid-year meeting. That way, when the time came for the board to weigh in on management’s recommendation, there was a general sense of board readiness, heightened awareness and strategic discussion.
Any parting words?
MD – Many boards and management teams struggle finding the perfect balance. There should always be some healthy tension; smart people with disparate experience, education and skills recognize the value of diverse points of view. A well-crafted board package is one of the best ways to reach a rich and respectful equilibrium in the boardroom.