Where experience helps, where conventions mislead, and why good judgment matters more than convenient numbers.

How many pages should a board paper contain? How far in advance should directors receive meeting papers? How quickly should minutes be drafted? How often should boards meet face-to-face? And how much time should separate a committee meeting from the board meeting to which it reports?

Ask a group of experienced company secretaries and you may receive some remarkably different answers.

Take board papers, for example. Some practitioners recommend two or three pages. Others consider five pages appropriate. Still others suggest up to ten pages, depending on the subject and supporting information.

Are any of them wrong?

Not necessarily.

Each may be drawing on considerable professional experience, but in different organisations, industries and governance environments.

This raises an interesting question: When does a useful rule of thumb become an unreliable generalisation?

Why we like rules of thumb

Company secretaries work in an environment where time is frequently scarce, expectations are high and small administrative mistakes can have significant consequences.

It is hardly surprising that we value practical shortcuts.

A rule of thumb is generally understood as an informal, approximate guideline based on experience rather than an exact measurement or formula.

Such guidelines can save time, reduce uncertainty, improve consistency and help less experienced practitioners benefit from the accumulated knowledge of their colleagues.

They can also be particularly helpful when mentoring someone relatively new to the company secretarial profession.

But there is a potential trap.

A practical convention may become so familiar that people stop questioning it. A suggested timeframe can acquire the status of a deadline. An indicative page count becomes a maximum. A personal preference is repeated until it sounds like an industry standard.

And before long, a useful shortcut becomes a supposed rule.

Not all rules of thumb are created equal

I suggest distinguishing between four categories.

Useful heuristics are practical starting points informed by experience, reasoning or professional guidance.

Professional conventions are established ways of doing things that may work well in some organisations without necessarily being optimal elsewhere.

Potentially misleading generalisations are propositions that appear more universal or precise than the evidence justifies.

Legal and regulatory requirements are different altogether. They must be identified, understood and complied with; they cannot be replaced by rules of thumb.

Consider board minutes.

Many experienced company secretaries aim to prepare initial draft minutes within five business days of a meeting. This can be a sensible professional target.

However, section 251A of the Corporations Act 2001 imposes separate requirements concerning the recording of proceedings and resolutions in minute books within one month and the signing of minutes within a reasonable time.

The internal drafting target is not the statutory deadline.

That distinction is fundamental.

The familiar numbers: Helpful or misleading?

A number of numerical guidelines circulate within company secretarial practice.

For example:

• A board should generally comprise five to seven directors.
• Board meeting agendas should be prepared three to four weeks beforehand.
• Directors should receive board papers five business days before their meeting.
• A typical board paper should contain three to five pages.
• A board pack should not exceed 250–300 pages.
• Draft minutes should be completed within five business days.
• Preparing minutes takes approximately three hours for every hour of meeting time.

Some are reasonable planning assumptions. Others are too imprecise or insufficiently supported to be reliable across different organisations.

Take the suggestion that a board should comprise five to seven directors.

That may be a sensible starting point for some organisations, but board effectiveness is not simply a function of numbers.

Skills, experience, independence, diversity, committee requirements, workload, organisational complexity and legal obligations all matter.

Similarly, providing board papers five business days before a meeting is a useful aspiration. But there is no generally applicable Australian company law requirement prescribing precisely five business days.

The better question is whether directors have sufficient time and appropriate information to fulfil their responsibilities.

As for board paper length, a complex acquisition proposal cannot sensibly be assessed using the same page-count expectation as a routine policy update.

The aim should be concise, decision-useful information, not compliance with an arbitrary numerical ceiling.

Virtual versus in-person meetings: Is two to one the answer?

A recent discussion among senior practising company secretaries produced an interesting suggestion: hold approximately two virtual board or committee meetings for every one conducted in person.

For a board meeting six times annually, this could mean four virtual and two face-to-face meetings.

There is an obvious attraction.

Virtual meetings can reduce travel time and cost, improve scheduling flexibility and make participation easier for geographically dispersed directors.

But there are disadvantages.

Some directors find complex discussions less effective online. Opportunities for informal engagement may be reduced. Connection problems, distractions and difficulties observing non-verbal communication can affect deliberations.

Hybrid meetings introduce additional challenges, particularly where remotely participating directors struggle to contribute on an equal footing.

Does that mean boards should always meet in person?

No.

Nor does it establish that two virtual meetings for every physical meeting represents an optimal arrangement.

Indeed, I have not identified reliable published Australian evidence establishing any universal ideal ratio.

A better rule of thumb might be:

Choose the meeting format to suit the purpose of the meeting, the needs of participants and the nature of the business to be considered.

For example, an organisation might favour face-to-face meetings for strategic planning, board development and sensitive or complex matters, while conducting some routine meetings virtually.

Importantly, boards should periodically assess whether their arrangements are actually working.

Meeting format is a means of supporting effective governance, not an end in itself.

When should committees meet relative to the board?

Another suggestion from the same discussion was that committee meetings should generally precede board meetings by seven to ten days.

There are certainly advantages to this approach.

It allows time for committee recommendations to be considered, reports to be prepared and any additional information to be provided before the board meeting.

However, separating committee and board cycles also has disadvantages.

It may increase the administrative workload of the company secretariat, extend reporting processes and result in information being less current by the time it reaches the board.

Some organisations prefer to hold committee meetings on the same day as the board, or immediately beforehand.

This can make efficient use of directors' time and reduce travel, but it may leave little opportunity for preparing detailed written committee reports or developing revised recommendations.

Both approaches can be effective.

A critical consideration is whether the committee is making decisions under delegated authority, reporting on oversight activities, or recommending matters for board approval.

The timeliness of the underlying information is also important.

A committee report based on outdated data does not become current simply because the committee met yesterday.

Conversely, significant information can be updated before the board meeting even where the committee met considerably earlier.

The more useful guiding principle is therefore:

Schedule committees to maximise the quality, relevance and timeliness of board reporting, while avoiding unnecessary duplication and administrative burden.

That is perhaps less memorable than "seven to ten days", but considerably more useful.

Can we rely on the 80/20 rule?

At a recent gathering of experienced practitioners, there was an understandable appetite for quick, practical rules that might work, say, 80% of the time.

This brings to mind the familiar Pareto Principle, often expressed as the proposition that roughly 80% of outcomes arise from 20% of causes.

Could we apply something similar to company secretarial practice?

For example, do 80% of useful rules of thumb originate with 20% of leading practitioners?

It is an intriguing suggestion, but there is no reason to assume the relationship holds without evidence.

Nor does the Pareto Principle establish that a heuristic will produce the right answer in 80% of situations.

More importantly, the acceptable probability of failure depends on the consequences.

A rough estimate of the number of people requiring catering at a meeting may be entirely adequate.

An approximate assumption about who can validly execute an important contract or deed could be dangerous.

This suggests that we should distinguish between low-risk operational shortcuts and high-consequence governance judgments.

For the former, approximate guidance may be sufficient.

For the latter, applicable law, governing documents, relevant evidence, verification and, where appropriate, professional advice should take precedence.

Where do rules of thumb come from?

Rules of thumb often arise from repeated practical experience.

A practitioner encounters a problem, develops an approach that works, repeats it successfully and shares it with colleagues.

The approach may then spread through professional networks, mentoring relationships, conferences, training and organisational practice.

Over time, it becomes accepted wisdom.

But acceptance is not necessarily validation.

Some practices survive because they are genuinely effective.

Others survive because they are familiar, convenient or rarely challenged.

There is also the possibility of survivorship bias: we hear about the approaches that appear to work, but less often about the occasions when they fail.

Experienced practitioners may have developed highly effective personal heuristics while operating in particular sectors or organisational environments.

Those same guidelines may produce less satisfactory outcomes elsewhere.

No single practitioner or professional body necessarily decides what constitutes a rule of thumb.

Rather, informal professional consensus develops over time.

The important question is whether that consensus has been adequately tested.

Must a rule of thumb be supported by conclusive evidence?

I would argue not.

If conclusive evidence were required for every practical guideline, many valuable professional insights would be lost.

A rule of thumb is, by definition, an approximation.

Repeated experience, credible professional observations and persuasive reasoning may be sufficient to justify its use as a working assumption.

However, we should be careful about how confidently the proposition is expressed.

There is an important difference between saying:

"Five business days is a useful internal target for providing directors with board papers."

And saying:

"Good governance requires all board papers to be circulated five business days before every meeting."

The first is defensible as practical guidance. The second overstates the proposition.

Similarly, we should not confuse the widespread repetition of a numerical benchmark with evidence that it produces better governance outcomes.

The strength of evidence required should also reflect the significance of the decision and the consequences of relying on an incorrect assumption.

A simple test before using a rule of thumb

I suggest asking five questions before adopting a professional shortcut:

Relevance: Does it suit this particular organisation and situation?

Underlying evidence: Is it supported by professional experience, reputable guidance or reliable data?

Limitations: When might it not work?

Exposure: What would be the consequences if it were wrong?

Sense-check: Can the assumption be readily tested or adjusted?

Together, these form a simple RULES test.

It is not intended as another mandatory governance framework. Rather, it is a convenient prompt to encourage sound judgment.

For example, before imposing a five-page limit on board papers, ask whether that limit would help directors understand the issues or encourage management to omit important information.

Before introducing a predominantly virtual meeting cycle, consider whether the board's effectiveness, engagement and relationships could be affected.

And before separating committee and board meetings by ten days, consider the impact on reporting currency, director preparation and secretariat workload.

What about the unwritten rules?

Some of the most valuable practical principles do not involve numbers at all.

Experienced company secretaries will recognise such maxims as:

• No avoidable surprises.
• Never assume when you can verify.
• If the authority is unclear, check it.
• Document important decisions.
• Give directors the information they need, not simply everything management has.
• Escalate material concerns promptly.
• Follow through until agreed actions are completed.
• Know when to seek advice.

These may not qualify as statistical rules of thumb, but they represent practical wisdom that can help company secretaries navigate complex situations.

Their usefulness lies not in numerical precision but in the professional behaviour they encourage.

Conclusion: Practical wisdom needs professional judgment

Rules of thumb have a legitimate and valuable place in company secretarial practice.

They help us work efficiently, provide reasonable planning assumptions and enable less experienced practitioners to benefit from the knowledge of those who have encountered similar situations before.

But they should remain guides, not unquestioned rules.

A sensible numerical assumption may work in many circumstances without being universally reliable.

Professional conventions can be helpful without being optimal.

And an approach followed by experienced practitioners may still warrant challenge.

Perhaps the most important lesson is that a useful rule of thumb should come with an understanding of when it works, why it works and when it might fail.

That is where experience, evidence and sound professional judgment come together.

And it leads to one final question worth asking whenever someone confidently offers a company secretarial rule of thumb:

"That's interesting. What makes you say that?"

Governance in Action Pty Ltd is a leading boutique corporate governance consultancy based in Brisbane (Australia) with clients in Sydney, Newcastle and Melbourne (at various times), providing assistance with all aspects of corporate governance, including reviewing and improving existing corporate governance practices, and coaching and mentoring company secretarial / governance staff – from those who are just starting their careers in corporate governance to those who have found themselves in the role of a company secretary, almost by accident.

David Cantrick-Brooks FGIA FCG, Principal & Director of Governance in Action Pty Ltd, would be pleased to assist with enquiries. Please feel free to reach out via LinkedIn or via gia.net.au.

AI-assisted tools and techniques were used here to support the research, drafting and editing of this publication. Responsibility for the final content rests with David Cantrick-Brooks.

Whilst accounting and legal terms and references may be contained in this publication, it does not constitute or purport to be or represent accounting or legal advice of any kind – whatsoever. Readers should seek their own independent professional advice.