How to write a board paper the board will actually read
—12 min read
A board paper the board will read states on its first page what it is for, what management recommends and what exactly the board is asked to decide. Then come the options considered, the main risks and the supporting facts, in that order. Keep the paper to about five pages plus appendices, and write the first page so that a director who reads nothing else can still decide.
What is a board paper for?
A board paper exists so that the board can fulfil a duty: take a decision, give direction or supervise. The board's non-transferable and inalienable duties are listed in Art. 716a para. 1 CO, from the ultimate direction of the company and the organisation to the supervision of the persons entrusted with management. Para. 2 adds that the board must ensure appropriate reporting to its members when it assigns preparation to committees or individuals. Most papers serve one of these tasks, and the author's job is to make that task easy.
Papers fail when they are written as reports on what management did instead of as tools for what the board must do. A 30-page project update with the request for approval on page 27 is the classic case.
Which three kinds of paper exist, and how do they differ?
Decide the type first, because it changes the structure. The agenda item and the paper must carry the same type; in Konsaro, an agenda item is marked as approval, information or discussion, and the same labels work on paper.
| Type | What the board does | What must be on page one | Typical length |
|---|---|---|---|
| Decision | Passes a resolution | Exact resolution text, amount, deadline, recommendation | About five pages plus appendices |
| Discussion | Gives direction without voting yet | The question the board should answer, two or three options, what management will do with the answer | Two to four pages |
| Information | Takes note | What changed, whether anything requires a board reaction, where to find detail | One or two pages |
A paper that tries to be all three confuses the board. If a project update contains one decision, split it: the update goes under information, the decision gets its own paper and its own agenda item.
Which structure works for a decision paper?
Five parts, always in the same order, so directors know where to look. A paper that follows the same pattern every time is faster to read than a brilliant one with a new layout.
| Part | What it answers | Target length |
|---|---|---|
| 1. Purpose and decision requested | Why is this on the agenda? Decision, discussion or information? The exact resolution text if a decision is needed. | Half a page |
| 2. Recommendation and summary | What does management recommend and why, in five to eight sentences? | Half a page |
| 3. Options considered | Which alternatives were looked at, including doing nothing, and why were they rejected? | One page |
| 4. Risks and implications | What could go wrong, what does it cost, who is affected, which legal or compliance points apply? | One page |
| 5. Background and facts | The figures and facts a director needs to check the recommendation. | Two pages |
| Appendices | Detailed analyses, contracts, full models. Read only if needed. | As needed |
How do you write the first page?
Write it last, and test it alone. Hand the first page to a colleague who has not seen the rest and ask what the board is being asked to decide. If they cannot answer in one sentence, rewrite.
| Weak | Strong |
|---|---|
| "This paper provides an update on the logistics centre project and the discussions held with potential partners over the past quarter." | "The board is asked to approve a CHF 4.2 million investment in a new logistics centre in Muster-Dorf, with construction starting in March. Management recommends option B (lease and fit-out) over building or outsourcing because it keeps the capital commitment lowest while meeting capacity needs to 2030." |
The strong version names the decision, the amount, the recommendation and the reason. A director can now read the rest of the paper with a question in mind. The place, the company and the figures are invented for the example.
What does a complete decision paper look like? A worked example
Muster AG is an invented company. All names, amounts and dates below are made up. The paper asks the board to replace the ageing warehouse management system. The outline shows what each part contains; a real paper would carry the detail.
| Part | Content in this example |
|---|---|
| 1. Purpose and decision requested | For decision. The board is asked to resolve: «The Board of Directors approves the replacement of the warehouse management system by provider B at a total cost of up to CHF 640,000 over three years, with go-live on 1 September, and authorises the CFO to sign the contract.» |
| 2. Recommendation and summary | Management recommends provider B. The current system reaches end of support in August. Provider B costs more in year one but less over three years than provider A, and is the only option that integrates with the existing ERP without custom work. Main risk: migration during the autumn peak. |
| 3. Options considered | A: keep the current system, with a paid extended support contract. B: provider B. C: provider A. D: build in-house. Each option with cost over three years, delivery risk and reason for rejection or choice, in one table. |
| 4. Risks and implications | Migration timing (a delay of three months would require extended support for CHF 90,000), data quality, dependency on one supplier. Internal control: the finance team reviews the interface to accounting. No legal issue beyond the contract review by external counsel. |
| 5. Background and facts | Cost table per option, assumptions (volumes, headcount, exchange rate) and what changes if volumes are 20 per cent lower. Who was consulted: operations, finance, IT, external advisers. |
| Appendices | A. Evaluation matrix. B. Draft contract summary. C. Migration plan. Each appendix is labelled with what it contains and who should read it. |
Note three habits in this outline. The resolution text names the provider, the ceiling, the date and who may sign. The options table includes doing nothing. And the risk section gives a number for the main delay risk instead of the phrase «timing risks».
How long should a board paper be?
As short as the decision allows. Five pages plus appendices is a good ceiling for most decisions; information items often need one or two. Many boards set a page limit in their paper template and ask the chair to send back papers that exceed it.
- Use tables for numbers, comparisons and timelines. Directors read tables faster than paragraphs of figures.
- One chart per message, with a title that states the message («Margin fell in Q3 because of freight costs», not «Margin development»).
- Move methodology, detailed calculations and supporting documents to appendices and say what each appendix contains.
- Cut history. The board needs the current position and what changed since it last saw the matter.
- Define each abbreviation once, and use one name for each project throughout the board book.
What makes the board trust a paper?
Directors trust papers that show their work and their doubts. A paper that admits uncertainty is more credible than one that sounds certain about everything.
- State the assumptions behind the numbers, and say which ones matter most.
- Name the author and the responsible executive, and say who was consulted.
- Show what changed since the last paper on the same topic.
- Say what management does not know yet and when it will know.
- Make the risk section specific: «a delay of three months would cost about CHF 300,000», not «there are timing risks».
How should numbers appear in a paper?
Give each figure a unit, a period and a comparison. «Revenue CHF 12.4 million» tells the reader little; «Revenue CHF 12.4 million in Q3, CHF 0.9 million below budget and CHF 0.3 million above Q3 of last year» tells them where to look. Put the comparison in a table, round consistently, and state when a figure is an estimate. Every figure that appears in the summary must appear, with the same value, in the body. Directors who find two values for one number stop trusting the others.
Who does what, and by when? A review process for authors
A good paper is not written the night before. The table shows a review sequence that works for most boards; adapt the days to your own deadline for the board book.
| Step | Owner | What happens |
|---|---|---|
| Brief | Board office with the chair | Agree type, question and deadline; send the template |
| Draft | Responsible executive and team | Write the five parts; first page last |
| Fact check | CFO or finance | Check figures against the accounts and earlier papers |
| Legal and compliance check | Legal or external counsel | Check the resolution text and legal points |
| Structure check | Board office | Check type, structure, length, labels and appendices; return it, do not rewrite it |
| Chair's view | Chair | Confirm the item is ready, or ask for changes |
| Final version | Responsible executive | Send the final PDF to the board office by the deadline |
The board office checks structure and completeness but does not rewrite content; content belongs to the executive who signs the paper.
What mistakes do authors make most often?
- Writing the history first and the request last.
- Offering one option and calling it a recommendation.
- Putting risks into an appendix, where they are not read.
- Changing figures after the board book went out, without telling anyone.
- Sending a paper in pieces: a summary today, the figures tomorrow.
- Using a different structure for every paper, so the reader has to search each time.
- Asking for a decision the board cannot take, because the information is missing.
What changes for other bodies and with the board's own rules?
The structure works for any decision-making body, whether a board of directors of an AG, the managing directors of a GmbH, the committee of an association or the council of a foundation. What differs is the legal basis and the vocabulary, not the logic of the paper. If your body is not a company board, check the statutes and the applicable law separately; this post covers only the Swiss Code of Obligations provisions named above.
Boards often fix the paper rules in their organisational regulations: the template, the page limit, the deadline and who may put an item on the agenda. A rule that a paper without a first page with the decision requested is returned to its author does more for readability than any amount of advice. If your regulations are silent, propose a short paper standard to the chair.
How does the paper get to the board?
Through the board office, by the deadline, as the final version. Papers that arrive in pieces or change after publication undo the work of a good structure.
In Konsaro, each agenda item has a type (approval, information or discussion) and a duration, papers are attached to the item as PDF files, and a paper can be replaced with a new version after publication so directors always see the current one. More on board materials and, for authors in management, on the page for CEOs, CFOs and executive teams. Why version discipline matters for authors too is the subject of our post on the wrong PDF in the room; how one current board book helps the whole board is in one current board book.
Frequently asked questions
How long should a board paper be?
About five pages plus appendices for a decision, one or two pages for an information item. The first page should be enough for a director to understand the decision requested.
Should the recommendation come first?
Yes. Directors read with more focus when they know what management recommends and why. The options and risks that follow then test the recommendation.
What belongs in an appendix?
Detailed analyses, full financial models, contracts and methodology. Anything a director needs in order to decide belongs in the body; the appendix is for checking, not for deciding.
Who should write the board paper?
The executive responsible for the matter, with support from their team. The board office checks structure and completeness but should not rewrite content.
How is this different from a cover sheet?
A cover sheet is a one-page summary attached to any paper. The structure above shapes the whole paper; its first page can serve as the cover sheet.
Should a board paper include a draft resolution?
For a decision paper, yes. The exact resolution text on the first page lets directors judge what they would approve, and lets the minutes quote it without rewording.
How many options should a paper offer?
As many as were seriously considered, usually two to four, always including doing nothing. A paper with one option gives the board nothing to decide between.
What if the facts are not complete by the deadline?
Say what is missing and when it will arrive, or move the item to the next meeting. A paper that is complete but late is easier for the board than a paper that is on time and changes after publication.
Sources
- Swiss Code of Obligations (SR 220), Art. 716a (official German text, fedlex.admin.ch) (checked 29 October 2026)
