Produced by Julie Garland-McLellan, Consultant at AltoPartners Australia and non-executive director and board consultant based in Sydney, Australia.

Contribution by Corinne Klajda, heads Accord Group Polska, a founding member of the AltoPartners Executive Search & Leadership Consulting global alliance. A founder and a non-executive chairwoman of Nuvadis Interim, Corinne also consults on multiple business transition & interim management assignments. Being a certified mentor coach, she has become a trusted advisor beyond the search focus: she maintains her coaching practice exclusively for CEOs, and regularly facilitates board discussions delivering leadership consulting services. Corinne is an active YPO member and a guest lecturer at the Warsaw School of Economics or at the Executive Program for Women at the Kozminski University that she particularly enjoys as she is a firm believer in female empowerment. She is based in Warsaw, Poland.

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The Director’s Dilemma - December 2024

This month we consider how to tactfully mention that an established and accepted standard of governance is not good enough (in your humble opinion).

Theodore has just been appointed to a small listed financial services board. He previously served as an unpaid director on his company’s superannuation fund and on the board of a government grant-giving entity. This is his first listed board, and he is really excited to make a success of it and finally get going with a career - rather than hobby - as a director.

The induction was disappointing, being more a dump of information to read than a thoughtful process. Theodore did notice that the board papers supplied in the induction pack were very long. Now Theodore has received the papers for his first board meeting. They are 795 pages long and he has only four days to read them. On a quick skim through, it appears that they are poorly written, have no standard template or cover sheet, and don’t explain the reasons for negative variances. There are also a couple of agenda items that should have papers but for which there is no paper in the pack. Theodore called the company secretary and was told those papers would be added to the portal ‘soon’.

Theodore was impressed by the chair’s track record in the industry and by the quality of his future board colleagues during the recruitment process. He doesn’t want to offend them by complaining. None of the other board members expressed dissatisfaction with the board papers during his recruitment. How can he now tactfully convey his concern that these papers are not good enough and could land the board in serious trouble by making it easy for them to overlook something important?

Corinne’s Answer

Theodore should request an offline discussion with the board Chair and board secretary so Theodore can understand why the document pack has been prepared in such a manner and understand any nuances or complexities he may not have been made aware of during the initial recruitment discussions. These could have an impact on why the board papers are now presented in the manner they are.

The entire process should be approached in an open, non-confrontational nor judgemental manner. Theodore should first frame his intentions around being the “new person on the board/team” and his objective as having accepted the role and within his personal mission ahead - contribute for positive impact. I believe that framing the discussion within this context will set the tone and also foster a higher trust level enabling others to understand where Theodore is coming from (and not take offense).

From there Theodore should share the areas that he believes could benefit the whole board team if improved. In discussion with the Board Chair, to ensure he has support, Theodore should propose a framework on how they may better proceed ahead. This framework should be simple, in bullet points and include an example on how the board document pack could be better presented to allow for better meeting preparation. Theodore would propose time with the Executive Assistant or Board Secretary so they understand what needs to be done to present data in a more readable manner.

Julie’s Answer

It is important to speak with one voice when giving directions from the directors to the executives about writing for the board.

Theodore should raise the issue with the chair as something that the board could usefully discuss during its in-camera or ‘quiet time’ session. It is important to discover how the other directors feel about the length, structure, and timeliness of their papers. Then the board needs to agree on how the papers should be changed and what form of guidance they wish to give management.

This conversation can also be used to discuss the experience of the other directors with their induction; Theodore may find that there is little history of induction, and the board and/or CEO has pulled together what they thought was a reasonable pack of reading rather than thought through a specific process designed to help each specific new director to become fully effective as soon as possible. Many experienced directors would contend that induction continues for several months after appointment and should include site visits as well as meetings and the inevitable reading of documents.

Once the board has reached a unified view of how and when they want their papers, it will likely fall to the chair to inform the CEO of this. Design of a suitable standard template might help but should be delegated to management with the supply of a few samples from elsewhere to help them start thinking about what will be best for their company.

Training management in writing better board papers would likely also help.