BOARD PAPERS

Board papers are a key source of information for board members and they form official records and audit trail alongside the minutes.

Directors are to be informed about the matters put before them for decision. It’s not possible to comply with this duty unless they have relevant briefing material upon which to base their decisions.

When making decisions, a director must act in good faith so as to promote the success of the company, trust, the wider public and staff having regard to:

• the likely consequences of any decision in the long term
• the interests of staff
• the need to foster business relationships with suppliers, stakeholders and others
• the impact of trust’s operations on the community and the environment
• the desirability of maintaining a reputation for high standards of business conduct
• the need to act fairly

The common problems faced by directors when reviewing board papers and which board paper writers should try to avoid include that the papers:

• are written for management, not the board
• assume the board members all share the writer’s in-depth knowledge
• are poorly written
• are poorly structured
• are poorly presented
• are too detailed
• focus on the benefits and gloss over the risks

CONTENTS OF A BOARD PAPER

There are a number of ways to format and structure a Board paper and your organisation may already have a template. There are however, common elements that should be included in all papers:

1. Board resolution- The resolution you are asking the board to pass (this is the decision you would like them to make). Officially this is a draft only, but should be written in a way that it can be accepted as it is by the Board.  
2. Executive summary- It should specify the purpose of the Board paper, discussion or seeking a decision and specify the recommendations. It should be not more than a single paragraph of 5 lines.
3. Recommendation- It is important you provide a very clear and concise recommendation to the Board. The recommendation should include:

• The recommendation you are making to the Board, essentially the decision that is to be made.
• The reason as to why the Board should accept the recommendation
• The summary of why the recommendation is the best option.

4. Background- It should provide enough information to enable the Board members to understand the resolutions and to form an opinion on the same. The background should also indicate if there are previous Board Papers on similar subjects that Board members can refer to.

HOW CAN WE HELP

As Imperial Registrars, we shall be pleased to assist your company in ensuring that you have well prepared Board papers to assist the board members make the right decisions/resolutions for the effective functioning of the company. Kindly get in touch with us for further assistance on the above.(Info@imperialregistrars.co.ke)