Board books should be shorter, and boards should insist

Board books should be shorter, and boards should insist on it. A long board book does not prove diligence; it shifts the work of finding what matters from management to the directors, who have the least time and context. A shorter book, in which every paper states the question for the board on its first page, leads to better preparation and better decisions.

Why do board books get longer?

Nobody plans a long board book. Each paper grows a little because its author wants to be complete and protected. A slide deck written for management goes to the board unchanged. Appendices are attached because it costs nothing to attach them. And nobody owns the total length: the board office assembles what it receives, and each author sees only their own paper.

There is also a liability reflex. Directors are liable for damage caused by breaching their duties (Art. 754 CO), and management may feel that sending more information protects everyone. It does not. A board that received the crucial fact on page 140 was not well informed.

What does a long board book cost?

• Directors skim instead of read, and skim unevenly: one reads the finance paper, another the strategy paper.
• The meeting starts with presentations of what was already in the board book.
• Questions that should have been raised before the meeting are raised in it, or not at all.
• The decision the board was asked to take is hard to find, so the resolution in the minutes is vague.

Our post on the chair's pre-read shows how much rests on that first reading, and the one on fragmented minutes how vague input becomes vague output.

What does «shorter» mean in practice?

It does not mean less information for the board. It means the same information in a different order, with a clear line between what the board needs in order to decide and what it may consult if it wants to. Most of the saving comes from four moves.

1. Move the question to page one. What is the board asked to do: approve, discuss or note?
2. Cut what is a repeat. Last quarter's figures again, the company history, the same organisation chart in every paper.
3. Move the evidence to an appendix. Contracts, full reports, detailed models. They stay in the board book, labelled as reference.
4. Replace decks with a written paper. A deck written for a presentation hides the argument between slides; one page of prose often does not.

What belongs in the main paper, and what in the appendix?

A rule of thumb that works without any numbers: if the board could take the decision with this section removed, it is an appendix.

What should a board ask for?

• A cover sheet on every paper: the question for the board, the proposed resolution, the three key facts, and whether it is for decision, discussion or information.
• A page limit for the main paper, set by the board, with appendices clearly separated.
• A deadline for papers, after which the board office may move a late paper to the next meeting.
• No slides written for another audience; if a deck is used, the cover sheet comes first.
• Once a year, a look at the board book as a whole: which papers did the board actually use?

This is the board's call. The board organises itself and sets the rules for its own work (Art. 716a para. 1 no. 2 CO on the organisation; where management is delegated, Art. 716b CO on the organisational regulations), and how it wants to be informed is part of that. Our cover sheet post shows the form, how to write a board paper the whole paper, and the late papers policy what to do when the deadline is missed.

What does the rule look like in the regulations?

A short wording you can adapt with your own lawyer, not legal advice: «Every board paper starts with a cover sheet stating the question for the board, the proposed resolution and the type of item (decision, discussion, information). The main paper is limited to the number of pages set by the board; further material is attached as an appendix and marked as reference. Papers received after the deadline are taken at the next meeting unless the chair decides otherwise and records the reason in the minutes.»

What does this look like for a fictional Muster AG?

The example is invented. The board of Muster AG receives a request to approve a new supplier contract. In the old board book the paper is a management slide deck, with the contract text, a market overview and three quotes attached. The question for the board appears on slide 17 of the deck.

In the revised board book the paper has a cover sheet: «Decision: approve the supplier contract with [supplier] for [period].» Below it are the three facts that drive the decision (price against the current supplier, the termination right, the one risk the legal team flagged) and the proposed resolution in full. The deck, the contract and the quotes are in the appendix. A director who disagrees with the proposal can see at once which fact to challenge. A director who agrees spends minutes, not an evening.

Isn't shorter riskier?

Only if the short version hides something. The appendix stays available, and directors can always ask for more. What changes is the default: the paper does the work of focusing, not each director separately. If a director wants the detail, it is one click or one page away; if not, they still know what the board is being asked to decide. And the meeting itself gains: instead of repeating presentations, it starts from the open questions directors noted while reading.

The risk to watch is the opposite one, a summary that leaves out the unwelcome fact. Two safeguards help: the cover sheet has a field for the main risk, and directors may ask the board office at any time for the source behind a figure.

What are the common mistakes when introducing the rule?

• Setting a page limit and nothing else. Authors then shrink the font and widen the margins. The cover sheet matters more than the limit.
• Starting with management's papers only. Board-office papers and committee reports are also too long.
• Never revisiting. After a year, ask which appendices were opened. Remove what nobody used.
• Applying it to everything. Statutory documents such as the annual accounts have a fixed content; summarise them on the cover sheet and attach them whole.
• Forgetting the reader. Directors who read on a tablet scroll differently from those who print. Ask them what helps.

What does Konsaro do?

In Konsaro the board office attaches papers to their agenda item, marks each item as approval, information or discussion, and shows directors the current version only. That makes it easier to see which papers belong to which question. It does not shorten papers on its own; that remains an editorial decision. See board materials and meetings and agenda.