Board papers are often prepared by non-board members
who may not be familiar with the board’s requirements,
which means a thorough control process can improve the
quality of reports. Such a process also allows the senior
executives to consider and coordinate information so that
they are better prepared to answer questions that arise
from the board discussions.
The information contained in board papers should
be consistent, coherent and complete. Board papers
are part of the official records of the company and
a complete set should be maintained for future reference.
As set out in s 180 of the Corporations Act 2001, directors
have a statutory duty of care to have read the board papers
to be able to contribute effectively to board meetings. The
Centro case highlights the need for boards to carefully
manage the board paper process and focus on the manner
in which information is provided to the board. Boards need
to ensure that they receive meaningful information and not
merely data. In the Centro case (ASIC v Healey (2011) FCA
717 at 226), Justice Middleton noted:
"A board can control the information it receives.
If there was an information overload, it could have been
prevented. If there was a huge amount of information,
then more time may need to be taken to read and
The board is partly to blame if it is not receiving the
board papers in a format that makes them comprehensible
for directors, as the board is responsible for:
- Setting expectations and providing directions
to management on:
- the content of reports;
- the format of reports;
- the timing and timeliness of board papers;
- the amount of information provided;
- Ensuring it has sufficient information with which
to make decisions;
- Ensuring management has in place the processes
and controls to ensure the integrity of the
information provided; and
- Setting KPIs for management to report against.
Points to consider
- Standardisation aids clarity and speed of reading and
allows board members to focus on the key points.
Uniformity and consistency can be achieved by using
a board paper template, as shown in the sample
that follows. A template such as this provides the
headings within which the writers of board papers
should work. This type of template will, of course,
need some modification for papers that are for noting
or discussion rather for decision-making purposes.
However, the paper can still include a draft resolution
and recommendation, such as: ‘It is recommended that
the information is noted’.
- Consider providing specifications for length, content
and order of papers. For example: ‘The executive
summary shall be no longer than half a sheet of A4 with
text of normal size and spacing’, or ‘No board paper shall
exceed 10 pages and all papers should contain a glossary
of any technical terms’.
- Consider circulating a sign-off sheet so that board
members can see that the paper has been reviewed by
various staff members. This helps improve coordination
in large organisations and alerts staff to the issues.
- The CEO is responsible for any paper prepared by the
executive team, regardless of whether he or she signs the
- Will the paper be supported by a verbal presentation and
will supporting information be supplied at the meeting?
- Clarify the storage of papers after the meeting, including
whether board members are allowed to retain the papers
or if they need to be returned to the company secretary
for secure disposal.
- Consider the delivery method of the paper, which
could include the hardcopy or an electronic delivery
mechanism. Technology offers a greater range of
presentation style but creates other issues such as the
security of the servers used to transmit the data, which
must be managed.
“ Technology offers a greater range of
presentation style but creates other
issues such as the security of the
servers used to transmit the data,
which must be managed.”
Annotated sample board paper1
1Adapted from Kiel G, Nicholson G, Tunny J A, Beck S, Directors at Work, Thomson Reuters Australia Ltd, 2012.
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