Board Materials: Due for a Makeover?

The email arrived two days before the board meeting. It contained a link to a portal with all the spreadsheets, PowerPoints, and pre-read material that directors would need in order to prepare.

All 954 pages.

Even if boards have undergone many changes over the last decade, the packaging and delivery of their preparatory documents has remained surprisingly constant, not to mention somewhat overwhelming, critics say. Typically, directors receive an email—filled with attachments or a link to dozens of documents packed with dense records and data—a few days before the board meeting. It can add up to anywhere from 200 pages to (as one director told Korn Ferry) more than 950 pages. But as their time commitment grows, more directors are saying that board agenda materials need a makeover. “There’s a better way to do this,” says Joan Wainwright, a director currently sitting on two corporate boards. She says the volume of pre-meeting material doesn't always help directors prepare for driving the right discussions on the right topics during board meetings.

According to a Korn Ferry annual report on boards, 36% of directors discuss the problem, which compares to 16% of directors discussing diversity, and 11% addressing director education. Jane Edison Stevenson, vice chair of Korn Ferry’s Board and CEO Services practice, says directors are simply looking for information packaged and presented in snackable and digestible ways. “They want the essence of the story and color without having to read the whole book,” she says.

To be sure, firms are trying to fulfill legal disclosure requirements, which can be lengthy and dry. But directors say critical information can get lost amid a blizzard of preparatory documents. “The more prepared directors are for the meeting, the better the discussion,” says Michelle Lowry, a professor of finance and corporate governance expert at Drexel University. She and others suggest firms organize materials by category or highlight key points. More firms are also turning to data-visualization tools and real-time analytics to jazz up the materials.

Joe Griesedieck, vice chairman and managing director of the Board and CEO Services practice at Korn Ferry, says all of these changes have one purpose: to make boards more effective strategic partners for management. Historically, management has taken the view that giving more materials to directors means being asked fewer questions in board meetings. But that is a disservice to both management and directors, says Griesedieck. “Board reporting materials should be a strategic tool instead of an administrative exercise for directors,” he says.   

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