What directors really need to see, and how the company secretary makes it happen
Featuring Vanessa Abernethy, Oryx · Board director and governance advisor
There is a quiet truth at the heart of good governance: a board is only as effective as the information placed before it. In the third installment of the WIL UAE Boardroom Series, Vanessa Abernethy pulled back the curtain on the document that carries that information, the board pack, and made a compelling case that the company secretary, very often a lawyer, is exactly the right person to own it from start to finish.
Drawing on her experience sitting on boards as a non-executive director and curating packs as an in-house counsel and company secretary, Vanessa walked attendees through why the pack matters, how to structure it, what directors actually want, and the common pitfalls that trip up even seasoned professionals. What follows is a full account of the session, written so you can lift the guidance straight into your own practice.
In this issue Why the board pack is the backbone of good governance and a legal defense. Owning the process: why the company secretary should hold the pen. A clean structure, from agenda to risk report, plus the executive summary. How to write a single board paper that earns a yes. Length, supplementary materials, technology, and confidentiality. The common mistakes, especially the ones lawyers make. |
Vanessa opened with a reminder that reframes the whole exercise. Many directors are not involved in the day-to-day running of the business, yet they carry real liability for the decisions they take. Her advice is to treat every director as if they were a non-executive: someone arriving to make a decision they were not part of shaping, who needs just enough context to vote with confidence.
That is the core purpose of the pack. It provides directors with the key information so they can make an informed decision when a resolution is put to a vote. Between meetings, the pack is also what keeps the board current on the direction and strategy of the business, the high-level picture they are helping to set, without dragging them into the operational detail of what the CEO does each day.
A genuinely good pack does several things at once. It supports informed decision making, lifts the quality of governance, and streamlines the meeting itself, because directors are expected to have read the pack before they walk in. Just as importantly, it creates an audit trail. If a resolution is later questioned and a director is sued, the pack is the evidence of what they were told and the basis on which they decided.
Keep the pack, keep the proof Board packs are not disposable. Store them alongside the resolutions they support, and reflect that in your records retention policy. Vanessa is currently drafting a retention policy that keeps board packs and resolutions for ten years before destruction. Your own timeframes may differ, but the principle holds: the pack and the resolution belong together. |
The cost of getting it wrong is real. Without a properly structured pack, decisions get delayed by a flood of questions, directors flip back and forth across pages mid-meeting, and frustration builds. The result is an ineffective meeting and heightened risk. Over time, it can even drive director churn: if the process feels chaotic and directors feel exposed, some will simply resign.
Vanessa was emphatic on this point. If you are the company secretary, take full control of the board pack. Do not hand it to the CEO’s assistant, and do not let each department prepare its own piece to be bolted together at the end. Ownership is what gives the pack its coherence and gives you the command of the agenda you need.
The process starts the moment a meeting is on the horizon. When you remind the CEO that a meeting is due, ask straight away what needs to be covered. He might call for a finance report, a technical update on a project in Algeria, and so on. You note it all, then reach out immediately to each relevant department: there is a board meeting in four weeks, I need a paper from you on this topic, and I need it in a week.
To make the pack feel like a single branded document rather than a patchwork, set a format you like and require everyone to use it. The CFO’s finance paper should look identical to a legal paper, which should look identical to an operations paper on a deal being negotiated abroad. When everything arrives in the same format, you can assemble it, run page numbering throughout, and present something organized and easy to read.
Timelines: be firm As a director, Vanessa wants the pack at least seven days before the meeting. That means departments cannot submit on the seventh day. Build in Slack so that if a paper is too detailed or off the mark, you have time to send it back. Start early, every quarter or however often the board meets, and be the curator of board information, not an administrator assembling it at the last minute. |
There is a strategic reward for owning the pack, especially if you are also the lawyer. Doing it yourself gives you a genuine handle on every topic heading to the meeting. That makes your minute-taking easier, your guidance of the board smoother, and it hands you valuable oversight of everything happening across the business, which feeds directly back into your legal role.
Never assume a director knows the nitty-gritty of a negotiation or a project the CEO has been nursing along. What they need is high-level information, focused on a short list of things.
Risk: where the major risks sit;
Strategy: what the strategic implications for the business are;
Finance: what the financial impact will be;
Interplay: and how this decision might affect another project discussed at a prior meeting.
Above all, directors want a clear recommendation. Give them the analysis, lay out the options management considered, and then tell them what you recommend. As a rule, Vanessa would not take a matter to the board before management is ready to recommend a course of action. A director will almost always turn the question back on you: you know the business better than I do; what are you recommending?
The briefing exception There is one common exception. Sometimes a CEO simply wants to brief the board on an early-stage project, with no decision sought. That calls for a different, lighter document in which the project lead talks through the plans and proposals. The detail can be far lighter, because nothing is being put to a vote. |
Equally important is what to leave out. Directors neither need nor want excessive detail; they do not have time for it, and policing the day-to-day is not their job; it is management’s. Surplus detail only buries the main message. Watch for duplication, too: when a major project spans legal, finance, and operations, do not let each department cover it separately. Pull it into one paper, usually led by the CEO at the front of the pack, with each department feeding its implications into that single paper.
Vanessa shared the structure she returns to. It is a common shape, offered as something you can adopt wholesale or use to augment what you already do. She builds her packs in PowerPoint, one branded document the board can flip through, with light text and clear visuals rather than dense pages in a mix of portrait and landscape.
# | Section | What goes here |
|---|---|---|
1 | Agenda | List the items in order, and clearly flag which call for a resolution versus those that require only information. A director can then see at a glance, for example, that there are four votes to prepare for. |
2 | CEO report | The CEO covers the quarter or the period since the last meeting, often with a round-up of earlier decisions and what has happened since. |
3 | Executive summary | A single dashboard slide (sometimes two) placed after the CEO report, giving the board the shape of the meeting at a glance. See below. |
4 | Financial report | Treated as key. High-level numbers during the year, full detail at year-end. Performance this quarter, comparisons, cash flow, and what is coming. |
5 | Strategic matters | The papers requiring decisions on projects with strategic implications. Get these in early so anyone leaving has already voted on what matters most. |
6 | Committee reports | Where committees exist, the chair of each (often a board member) gives a quick wrap-up of meetings and decisions since the last board meeting. |
7 | Decision papers | Important but less strategic approvals, such as updates to AML or sanctions policies, kept out of the strategic section so they do not bog it down. |
8 | Risk and compliance | A clear, short snapshot of key risks and mitigation, often with red, amber, and green ratings, flagging anything that has shifted since last time. |
Vanessa places the executive summary just after the CEO report, before the financial details. It is one slide, two at most, built as a dashboard of highlights so the directors can absorb the shape of the meeting at a glance.
Financial snapshot: asset, liability, and profit position at a glance, with arrows up or down against the last report;
Key projects: a side box of key projects, with memory jogging keywords like the Egypt project or the IT project, flagged as closing, aborted, or ongoing;
Key risks (when meaty): where they stand, whether mitigation is in place, and whether a risk is heightened, for example because of regional conflict;
Major decisions required: bulleted plainly, alongside any significant developments in the business.
In a single slide or two, the board sees where the meeting is heading, what they will be expected to understand by the end, and what they will be asked to decide.
Lawyers, Vanessa noted with some affection, are not always the best people at board papers, because we tend to be wordy. A board paper is not a legal brief. The craft is to be succinct, settle on a style that works for the board and the CEO, and then hold every other department to that same template. You are not there to rewrite another department’s paper, but if someone has gone overboard with pages of detail directors will never read, send it back and ask them to sharpen it.
Her recommended anatomy for a decision paper runs in a clear sequence:
Purpose. a sentence or two on what the paper is for, for example to seek approval of a new acquisition in Algeria;
Background. about three paragraphs on where the project came from and what it is, the discussions that led here, who is involved, and the expected timeline and outlay;
Analysis. the key facts, the purchase price, the valuation, the intended exit horizon and strategy, the business case the board needs to weigh;
Risks. the key risks identified and, crucially, how management plans to mitigate them, so the board can see it is under control;
Options. The alternatives weighed, option one, two, and three, and what management proposes;
Recommendation. A clear, unambiguous recommendation, with the rationale ready to discuss.
Why the recommendation wins the room Directors almost always follow management’s recommendation when the paper shows that the process was sound, that every department was involved, and that every angle was considered. The reverse is also true. If a paper looks chaotic or rushed, or the financial analysis is thin, the board may decline to follow it and send management back to look more closely at a risk it feels has been underweighted.
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Specifically on risks, keep the section to the key items and the mitigation plan. It is not the director’s role to invent risks, though they may probe and ask whether you have considered something, so be ready. The point is to show that management has been prudent and has it in hand.
This is where lawyers most often go wrong. The board does not need to know you fought hard over a particular warranty, or that the other side’s CEO was difficult, or that you worry the cultures may not blend, unless cultural fit is itself one of the key management concerns. Keep what matters to you as a lawyer in your own lane and manage it there. The board trusts that legal and the CEO are identifying the problems and negotiating a document that works for the company.
When the board is asked to approve a major document, a sale and purchase agreement, say, they must of course have access to it. Vanessa handles this like a written resolution: state the recommendation, ask the board to approve the agreement and to authorize the CEO to sign, and then place the agreement itself as an appendix at the back, or in a separate supplementary pack.
A practical split If the pack of papers runs 20 to 30 pages but the supporting agreements add another 60, create two documents: the board pack and the supplementary materials. Most directors will not read a long agreement cover-to-cover before deciding, so give them the option without cluttering the meat of the pack. The same applies to a CFO’s overlong paper: push the detailed numbers into a supplement and keep the paper itself high-level.
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One firm principle: you cannot ask a board to approve something it has not been given. As a director, Vanessa would object to approving an agreement she had never seen. It is not that directors read every appendix in full; rather, the material must have been presented. If a director later says they approved something they never actually saw, that is a bad look and a governance gap. Give access; if they choose not to read it, that is their responsibility.
Vanessa advises that the person who wrote the paper should stand and speak to it when it is on the agenda. Even assuming directors have read it, having the CFO walk through the high-level financials on pages three to six warms the room and lets directors put questions to the right person. Where a meeting contains a lot of confidential material, you can sub in and out presenters, calling or messaging them when their item comes up, rather than having the whole C-suite sit through everything. She typically brings risk and compliance in only at the end of their section.
Board information is the most strategic and most sensitive information in the organization, so confidentiality runs through everything. Vanessa builds rules into board-level policy: no board packs to personal email, no reading the pack on a train where someone can look over your shoulder, no printing copies that get left in hotels. Where an organization does not use a board portal, some give each director a dedicated device and restrict access to that screen.
She has recently been looking at board management platforms for a client, especially with particular concern about confidentiality. The appeal is considerable: each director logs in and is notified the moment a pack is uploaded, large file sizes no longer bounce as email attachments, and material can be restricted so it never moves onto a personal machine. The more sophisticated systems let directors annotate in the margin, capture director approvals to run a written resolution process, and keep a clean audit trail in one place.
The AI confidentiality problem
An attendee raised a now familiar habit: directors uploading documents to public AI tools for an extra brain. Vanessa’s view is that policy should prohibit this outright. If directors need AI, point them to a locked-down internal tool, not ChatGPT or Claude online, to avoid confidentiality leakage.
Even internal AI carries a subtler risk. In one organization, a general counsel’s query to a locked-down internal copilot surfaced details of a separate, highly confidential matter, meaning anyone in the company who used that copilot might have seen them. Board-level information should not be fair game for thousands of staff. Confidentiality has layers even inside the walls.
And the cleanest defense is a well-made pack. A clear, visual, summarized pack is one a director can read on screen without reaching for a tool to summarize it. Keep it tight, and the temptation falls away.
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A neat final point came from the audience on labeling. Stamping legally privileged across an entire board pack is the wrong move when no actual legal advice is being given, and it is confusing language for the commercial people who make up most boards. Mark packs confidential information by all means, Vanessa agreed, but reserves the privilege for its proper use with counsel and the legal team.
Vanessa closed with a rapid run-through of the pitfalls to keep front of mind.
Too much legal detail: the lawyer’s instinct to pour in detail from the underlying document. The board needs only the major risks. We have covered this in the SPA, with a 20 percent clawback if the risk materializes within 18 months, which is all they need.
Late distribution: a pack two days out, or one that arrives chaotic and unfinished with papers to slot in later, makes it impossible to review in one sitting.
No executive summary: a nice-to-have rather than an essential, but its absence is felt.
No clear recommendation: bringing a decision to the board without telling them what management recommends. The board sets strategy; the CEO works out the implications and recommends.
Incoherent formatting: a mix of memos and slides, pretty and dry, with no shared template, and missing page numbering.
Other traps: a risk a director spots that you left out, the same topic duplicated across departments, and changes made at the last minute.
The one line to remember
The board’s job is not to do the CEO’s job. The board makes the strategic decisions; management assesses the risks and implications and makes recommendations. Build every paper around that division of labor, and the pack almost writes itself.
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This was the third session in the WIL UAE Boardroom Series, which has moved from private company governance to public company governance and now to the company secretary’s craft of board pack preparation. The fourth and final session lands in July.
July: Launching your board career
Vanessa sits on boards and, through Oryx, is helping put more women into boardrooms. The closing session turns to you: how to launch a board career, land non-executive roles, and start building your board CV.
If you are at that stage in your career, this is the one to plan for. Details to follow in the WIL community group.
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With thanks to Vanessa Abernethy for sharing her time and expertise.
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