Here are some thoughts:

It will have to do …

Management is extremely time poor and cannot always produce the necessary information in a more ‘board friendly’ (clear and concise, etc.) format so reverts to recycling / updating previous detailed versions of papers.Strangely, it is often easier for management to write a longer paper than a shorter one because it doesn’t require as much thought about issues, prioritisation and synthesis.Mark Twain captured this eloquently when referring to writing a long letter instead of a short one.Papers can become information dumps, with management leaving it to directors to sort through and interpret the detail for themselves (i.e. with directors doing what management should be doing).

And related to the point above …

If board meetings* occur more frequently than say every quarter (with very limited time between cycles), management might be compelled to simply rebadge internal papers for the board, even though the needs of the board are really quite different to those of an internal audience (such as an ELT).Can AI be of assistance here? (refer to a later point below).Or maybe the board should think about the need to meet as frequently as it does?

An understanding and pragmatic board …

Having been CEOs and senior executives in previous roles, non-executive directors (NEDs) are sympathetic of the genuine pressures faced by management and often cut them some slack – even if that is ultimately to the board’s detriment.

Internal processes …

Management’s papers must be approved by the CEO before being released which, if the CEO is heavily committed, means that papers could be late and not as clear and concise as they could be because there is insufficient time to make some significant improvements.Understandably, CEOs want to review what information goes to the board, but major re-writes of papers may not always be necessary.Also, management should schedule its meetings around board meetings to ensure that its papers will be ready in time (and the board should be aware of and resolve any obstacles faced by management in delivering papers on time), noting of course that papers are the lifeblood of a meeting.

Offline conversations …

Executives might contact the chair directly (without the knowledge of the CoSec!) and indicate that their regular paper / report will be late, which is met with “that’s okay”, which then sends a message that the board is comfortable / OK with late papers.The CoSec might be forgiven for thinking that the board is lenient toward requests for extensions of time on papers and not push harder in the future, especially if the CoSec says “no” and the chair says “yes” to a late paper.

CoSec reviews of papers …

Company secretariat frequently has no opportunity to review and suggest some improvements to a late paper, so it must be published ‘as is’.This doesn’t always come out, so a board might think that the standard process is working, and papers have been reviewed by CoSec – when in fact they haven’t.Whilst clearly not the subject matter expert in most cases, the CoSec can add a lot of value if given the opportunity to properly review papers … not everyone in management is good at writing papers![NB Governance in Action Pty Ltd can provide assistance / guidance here.]

Subtle messages are lost or misread …

Boards don’t always express their views about late and poor-quality papers clearly enough, and with sufficient forcefulness, plus there are no adverse consequences, so management doesn’t take the board’s request as seriously as it should.If the timely delivery of high-quality papers to the board was a KPI and not taken for granted, it may become a higher priority for management.Also, sometimes discussions during a meeting may give management the false impression that the board is looking for more detail in all papers, not just in relation to the particular issue being discussed.Ask the CoSec!

Falling back into old (bad) habits …

Boards don’t always have the persistence and fortitude to keep on at (nagging) management, so just give up and allow management to fall back into old practices, especially when there are big time gaps (e.g. 2 months) between meetings.The angst associated with late and/or poor-quality papers at one meeting can wane over time, or be totally forgotten, so the pattern of lateness and poor quality reoccurs.

Cognitive styles …

Some directors have a natural preference and appetite for more detailed information in papers than others, so they might be less inclined to insist that management provide less detail.

Speed reading …

Some directors are happy to skim read the detail and focus on the things that seem to matter to them, knowing and accepting there is a risk that something important buried in the detail might be missed (and trust that management will point something out if it is important).

AI to the rescue …

AI can be used to help summarise papers, so the length of papers becomes less of an issue (or so some might think!).That comes with great risk!

Pushing back …

Some (generally less experienced) directors may not realise that they have the right and ability to dictate what information they receive.

And/or …

There may be a mistaken belief that courts will excuse directors from having to read everything provided by management.Recent cases have reinforced earlier judgements that directors are expected to read everything they are given, noting that they have the power to instruct / dictate the amount of information received.

A closing remark …

Some boards might need to take a stronger stand on late and poor-quality papers and vocally support the CoSec (function) in this regard, which should include giving the CoSec sufficient time to properly review papers before they are despatched / released.

Need assistance?

As mentioned earlier, Governance in Action Pty Ltd can assist organisations in improving the quality and timely delivery of papers and associated systems and processes (don’t hesitate to get in touch …).

* Whilst the term “board” is used throughout this article, it is intended to include committees.