Key takeaways
- A good board pack is written for decision-making, not to show how much work has been done
- The first page must state the status, the problem, the proposal and what is needed from the directors
- Every figure should answer what happened, why, what will be done, and what happens if nothing is done
A 200-page meeting document reaches the directors the night before the meeting. In the meeting room, the finance team reads through the tables page by page and the directors ask about figures line by line, until time runs out. The most important item is on page 143 and no decision has been made. Everyone has worked hard, but nobody has got what they needed.
A good weather forecast does not read out every sensor value. It says when the storm will arrive, how severe it will be and what to prepare. A board pack should do the same job, and the right number of pages depends on the agenda, with no fixed figure.
Recommended structure
| Section | Content | Question answered |
|---|---|---|
| One-page executive summary | Overall status in 3-5 issues, and the resolutions requested | What to know and what to decide |
| Key KPIs | Against plan, prior year and trend | Are we on plan or not? |
| Variances and causes | Material items only | Why the difference arose and how to fix it |
| Cash and debt | Forecast Covenant Headroom | Where the financial risk lies |
| Strategic issues | Options, rationale and impact | Which option to choose |
| Risk map and action items | Owner, deadline and status | Who does what next |
| Appendices | Full financial statements and detailed tables | Open when more detail is needed |
Example: from table to decision
Hypothetical example: Q3 results, figures in THB million
| Item | Plan | Actual | Difference |
|---|---|---|---|
| Revenue | 180.0 | 162.0 | (18.0) |
| Gross Margin | 33.0% | 30.0% | (3.0) points |
| Gross profit | 59.40 | 48.60 | (10.80) |
| Sales effect: (162 − 180) × 33% | (5.94) | ||
| Margin effect: (30% − 33%) × 162 | (4.86) |
Written the old way, this would say that revenue is 10% below plan, which the directors can already see from the table. Rewritten, it should read something like this.
Issue: Gross profit is THB 10.8 million below plan. 55% comes from sales and 45% from margin.
Impact: The forecast DSCR for next quarter is 1.12x, below the hypothetical bank threshold of 1.20x.
Proposal: Defer uncommitted CAPEX, adjust prices for the product groups where margin has fallen, and speak to the bank before submitting the financial statements.
Resolution requested: Approve the plan to defer CAPEX and authorise the CFO to negotiate the Covenant within 30 days.
Writing rules
- Page headings state the conclusion, for example "Margin fell because of Group A discounts", not "Margin report".
- Show only variances that exceed the threshold, for example above 5% or above the limit agreed by the board.
- If the data is incomplete, say plainly which figures are estimates.
- Items arising from earlier resolutions must be reported back until they are closed.
- Any matter put forward for a decision must have at least two options, and the consequence of doing nothing.
- Send the pack in advance, within the time required by the articles of association and long enough to be read.
The minutes should record the information considered, the resolutions, the persons responsible and any directors with an interest. Good board pack preparation makes it possible to show afterwards what information the directors based their decisions on. Authority and the method of calling meetings must comply with the law and the company's articles of association.
Board pack calendar
The quality of the document depends on the closing timetable and on time to think. If finance receives the figures two days before the meeting, the team has time only to format them and none to find the causes. Count back from the meeting date and set a date for locking the figures, a date for sending the draft to the CEO and a date for sending the pack to the directors. If the latest month's data is not ready, use a flash report and say so clearly, rather than sending the document late.
Roles in the meeting room must change accordingly. Once the directors have read the pack, management does not need to read the tables again. Use the time to raise the matters that need a decision, listen to questions and record the resolutions. The chair plays a key part in allocating time, giving most of it to matters whose outcome can still change. Items for information only should come at the end of the agenda, with questions limited to points of doubt.
There are four questions to test before sending the document. If the directors read only the first page, will they know what they have to decide? Do the figures on the first page match the attached tables? Is any bad news hidden at the back? And what progress has been made on the matters reported last time? Putting bad news on the first page may be uncomfortable, but directors who know in advance can still help find a way out, whereas directors who find out later tend to start losing trust.
Next steps
- Take the latest board pack and mark the pages actually used in the meeting.
- Write the one-page executive summary before preparing the other sections.
- Choose the KPIs the directors must see every cycle and keep the format unchanged.
- Set the variance threshold that requires an explanation.
- Move detailed tables to the appendices.
- Set up a resolution tracking table and report on it at every meeting.
- After the meeting, ask the directors which information was missing or excessive.