The Board Pack Is Too Long: Why More Information Can Mean Worse Governance

Boards need enough information to govern effectively. But there comes a point when providing more information does not improve oversight, it makes it harder. The challenge is not to produce the most comprehensive board pack possible, but to give directors the information they need to understand, challenge and decide.

There is a familiar scene in boardrooms. A director arrives at a meeting having worked through a board pack running to several hundred pages. Some papers contain lengthy narratives. Others reproduce operational reports prepared for entirely different audiences. Spreadsheets appear in tiny type, appendices nest within appendices, and somewhere in the middle of it all sits a genuinely important decision that needs the board's attention.

Everyone has received the information. That does not necessarily mean anyone has been properly informed. The distinction matters. One foundation of effective governance is that boards receive information of sufficient quality, at the right time, to discharge their responsibilities. But that principle can easily become distorted into an assumption that more information means better governance. It does not

In some organisations, excessively long board packs have become a form of governance comfort blanket. If everything has been included, the organisation can feel confident that nothing has been withheld from the board. But completeness is not the same as clarity.

And a board that cannot identify what matters amongst everything it has been given may be less effective than one receiving considerably less information.

The problem with “just include it”

The temptation to add material to a board pack is understandable. An executive preparing a paper may worry that directors will ask about something not covered. Including another table, appendix or background section feels safer. A company secretary may be reluctant to challenge the length of a paper prepared by a senior executive. Directors themselves can contribute to the problem. A question at one meeting can result in another standing report appearing in every subsequent pack, whether the information remains useful or not.

Over time, information accumulates.

Very little disappears.

The result can be a board pack that reflects the history of everything the board has ever asked to see rather than a considered assessment of what it needs to see now. This creates an unusual governance problem: the organisation may technically be providing directors with all the relevant information while making it unnecessarily difficult for them to identify the information that is actually important.

A board pack should not be an archive of everything management knows.

It should give directors what they need to discharge their responsibilities.

Information is not the same as insight

The distinction between data, information, insight and assurance is particularly important at board level. Management may legitimately need detailed operational information to run the organisation. The board usually does not. That is not because directors should be kept at a distance from the business. On the contrary, directors need enough understanding to exercise judgement, challenge management, and spot when something does not look right.

But their purpose is different.

Consider a board receiving a report on customer complaints. Management might need detailed information about individual cases, response times, staffing levels, workflow and operational trends.

The board might instead need to know:

  • whether complaints are increasing or decreasing;
  • whether particular themes are emerging;
  • whether serious complaints indicate a systemic problem;
  • whether agreed standards are being met;
  • what management is doing about significant weaknesses; and
  • whether the board should be concerned.

Giving directors the underlying operational data without answering those questions does not necessarily improve oversight. It may simply require the board to perform management's analysis for it.

Good board information therefore involves judgement. Someone has to decide what matters. That is not withholding information. It is turning information into something the board can use.

Start with what the board is being asked to do

One of the simplest ways to improve a board paper is to begin with a basic question:

What is the board being asked to do?

Is it being asked to make a decision?

To provide strategic direction?

To scrutinise performance?

To obtain assurance?

To consider a significant risk?

Or is the paper genuinely for information only?

The answer should determine the paper that follows.

Too many board papers begin with the subject's history and then, several pages later, reveal that the board is being asked to approve something. The decision should not be a surprise at the end of the paper. A director should be able to quickly understand why the paper is before the board, what is material to the issue, and what is expected of the board. That does not mean reducing complex matters to superficial summaries. Some decisions are genuinely complicated and require substantial supporting information.

But complexity makes structure more important, not less.

A well-designed paper can distinguish between the information directors need to understand the issue, the analysis supporting management's recommendation and detailed material available for reference. The test of a good board paper is not whether anything has been left out. It is whether a director can identify what matters, understand why it matters and know what the board is being asked to do about it.

The danger of the executive summary

The obvious response to long papers is often to add an executive summary. That can help, but it can also make matters worse. A four-page summary attached to a 40-page paper does not address the underlying problem if the 40 pages were never necessary in the first place. Nor should the summary become a substitute for candour.

A good summary identifies the issue, material considerations, principal risks, alternatives, and the recommendation. It should help directors navigate the underlying paper. It should not sanitise it. If management is significantly divided, say so. If the proposal involves material uncertainty, identify it. If an important assumption could prove wrong, explain it. If a credible alternative to management's preferred course exists, the board should understand it. The purpose of board information is not to make the recommendation easy to approve. It enables the board to exercise judgement.

Boards need exceptions, not encyclopaedias

Routine reporting creates a particular challenge. Finance, risk, operations, people, compliance, health and safety, customer performance and other matters may all require regular board oversight. The temptation is to report everything every time. A more useful approach is often reporting by exception.

What has materially changed since the board last met?

What is outside tolerance?

What is significantly ahead of or behind plan?

Which assumptions have changed?

Where is management concerned?

What requires board attention?

This does not mean hiding stable performance. Directors need enough context to understand the organisation as a whole and should be able to interrogate the underlying information when necessary. But a well-designed dashboard should direct attention rather than compete for it. A page showing 40 indicators, all coloured green, may provide far less assurance than a short explanation of the three indicators management considers most significant and why.

The board's scarcest resource is not information. It is attention. Board reporting should treat it accordingly.

The 300-page governance defence

There is another reason large board packs persist. They can create the appearance of assurance. If something subsequently goes wrong, it is tempting to point to the fact that the relevant information appeared somewhere in a board pack. But burying an important fact on page 237 is not necessarily evidence of effective governance. The real questions are more demanding.

Was the significance of the information identified?

Was it presented in a way that allowed directors to understand it?

Was the board given an opportunity to challenge it?

Was action required?

If so, was responsibility for that action clear?

And did anyone subsequently check that it happened?

Governance is not an exercise in proving that information crossed the boundary between management and the board. The purpose is to enable appropriate oversight and better decisions.

Directors have responsibilities too

It would be easy to treat poor board packs entirely as a management or company secretarial problem. They are not. Directors have responsibilities as consumers of board information.

If papers are routinely impenetrable, directors should say so.

If a report contains information they do not understand, they should ask.

If the board is receiving data that nobody appears to use, it should question why.

And if directors repeatedly request increasingly detailed operational information, they should consider whether they are improving oversight or gradually drawing the board into management. Directors also risk asking for information simply because it is available. Modern organisations can produce extraordinary quantities of data. Just because a metric can be measured does not mean it deserves space in the boardroom.

Good boards develop discipline about what they want to know.

The chair and company secretary matter

Board information is not merely an administrative product. It is part of the organisation's governance architecture. That gives both the chair and company secretary an important role.

The chair should focus on whether the board has what it needs to conduct its business effectively. The company secretary is particularly well placed to see the board pack as a whole.

Individual executives naturally concentrate on their own papers. The company secretary can see that six individually reasonable papers have collectively produced 180 pages of material for a two-hour meeting. That perspective is valuable. A strong company secretary should therefore be willing to challenge papers.

What is the purpose of this report?

Why does the board need this level of detail?

Where is the decision?

What has changed since the last meeting?

Could this table go into an appendix?

Can the recommendation be expressed more clearly?

Why is this paper 25 pages long?

That is not editing for the sake of neatness. It is governance.

Better board papers require organisational discipline

Improving board packs rarely comes from imposing an arbitrary page limit. A ten-page limit can simply produce ten pages of tiny text. The better approach is to establish principles. Every substantive paper should make clear why it is coming to the board. Decision papers should state precisely what approval is sought. Regular reports should distinguish material developments from background information. Risks and uncertainties should be visible, not buried. Separate supporting detail from the central argument. Repeated information should be removed.

Directors should receive papers written for them, not recycled reports from management meetings. Templates can help, but culture matters more. Executives need to understand that a shorter paper doesn't mean they did less work. Often it demonstrates the opposite. It takes judgement to decide what is important.

Technology will not solve this on its own

Board portals have made distributing large quantities of information remarkably easy. That is both useful and dangerous. When board papers had to be printed, collated, and physically distributed, adding another 50 pages carried a practical cost. Digital distribution has largely removed that constraint.

Artificial intelligence will make summarising and interrogating large board packs increasingly sophisticated. Directors may soon routinely ask software to identify recurring themes, compare reports with previous meetings, or extract every reference to a particular risk. Those capabilities will be valuable. But they do not remove management's responsibility to communicate clearly with the board. An organisation should not produce an unnecessarily poor board pack on the assumption that technology can help directors make sense of it afterwards.

The objective should still be to produce good information in the first place.

The five-question board-pack test

Before information goes to a board, there are five questions worth asking.

1. What does the board need to know?

Not everything management knows. What does the board need in order to discharge its responsibilities?

2. Why does it need to know it now?

If there is no reason for the information to be considered at this meeting, ask whether it belongs in the pack.

3. What decision, challenge or assurance is required?

The purpose of the paper should be explicit.

4. What information is genuinely material to that task?

Include enough to enable informed judgement, but distinguish essential information from useful background.

5. What could be removed without impairing the board's ability to discharge its responsibilities?

This is perhaps the question organisations ask least often.

They should ask it more.

Less, but better

The answer to an excessively long board pack is not a crusade against detail. Directors sometimes need detailed information. Difficult decisions may require extensive evidence. A serious problem may justify considerably more reporting than usual. The objective is not brevity for its own sake. It is about relevance, clarity, and proportionality.

A 30-page paper that allows a board to understand a genuinely complex transaction may be excellent. A ten-page routine report that obscures the only significant development may not be.

Good governance therefore requires something more sophisticated than simply giving the board information. It requires judgement about what information the board needs, how it should be presented and what directors are expected to do with it. The thickest board pack is not necessarily evidence of the best-governed organisation. Sometimes it is evidence that nobody has decided what really matters.

Related Reading

When Does a Board Cross the Line from Governance into Management?

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