To help directors who want to have better oversight of their companies and better-quality conversations with executives, we’ve published this comprehensive checklist to prompt your thinking and help to proactively identify issues. The questions will help even if you are an experienced director, and/or if you have already served on this board or committee for a while.

The questions below provide comprehensive coverage across:

  • The reporting framework
  • Building a reporting calendar
  • Reading each board pack
  • Specifying board reports
  • Protocols for approaching executives
  • Site visits and personal interactions
  • Reporting to stakeholders

The questions are designed to start you thinking about issues that you may have noticed but not yet considered addressing as well as to help you to notice issues of which you may currently be unaware. The answers are not necessarily good or bad; they should reflect the current and desired state of your unique board and committee.

Don’t ask all of the questions. Trust yourself to recognise and ask the most important ones. You can return to the list at intervals to consider your progress. For example:

  • When you first join the board
  • When you are reviewing board performance
  • Developing and reviewing strategy
  • Preparing for the AGM
  • Preparing for the annual report
  • Before interacting with regulators

At the end of the check list, we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for putting into action the ideas that result from considering the checklist.

The reporting framework

1. What reports has management traditionally provided for the board? What else do you need to know?
Click to add this item to your personal checklist
 
2. What is the balance of reports between verbal presentations, site visits, and written papers? Are you happy with that balance?
Click to add this item to your personal checklist
 
3. What reports does the board provide to stakeholders? What information does it need to produce and verify those reports?
Click to add this item to your personal checklist
 
4. How frequently does the board receive reports? How does that compare to the frequency of meetings?
Click to add this item to your personal checklist
 
5. What reports are delegated to the board’s committees to read, endorse, or write?
Click to add this item to your personal checklist
 
6. What information must be retained, for how long? What are the storage and access arrangements?
Click to add this item to your personal checklist
 
7. What is the process for approving minutes and incorporating feedback from the directors?
Click to add this item to your personal checklist
 

Building a reporting calendar

8. Is there a calendar of board meetings that sets out the topics to discuss at each meeting?
Click to add this item to your personal checklist
 
9. Are the papers prepared in accordance with the calendar and issued with time for board members to read and prepare for discussion?
Click to add this item to your personal checklist
 
10. What are the key dates for the board to report to regulators, shareholders, and other stakeholders?
Click to add this item to your personal checklist
 
11. Do reports come to the board with sufficient time for board members to make changes, if required, before reports go out to external stakeholders?
Click to add this item to your personal checklist
 
12. Does the calendar allow for specific themed meetings, such as strategy development and review, talent acquisition, retention and development, or financial result verification and reporting, etc?
Click to add this item to your personal checklist
 
13. Do the executive team refer to the calendar when planning their work, training, and leave?
Click to add this item to your personal checklist
 
14. Does the calendar allow for the board to see and interact with each of the CEO’s direct reports?
Click to add this item to your personal checklist
 
15. When does the board meet in-camera (without executives present), and how are those meetings minuted?
Click to add this item to your personal checklist
 

Reading each board pack

16. Is it clear which are the most important items on the agenda for the meeting?
Click to add this item to your personal checklist
 
17. Does the agenda place the most important items at the times when the board will have most energy and time for a discussion?
Click to add this item to your personal checklist
 
18. Are the most important items covered by the longer papers and the least important items by shorter papers?
Click to add this item to your personal checklist
 
19. Are the papers clear and free from waffle and jargon?
Click to add this item to your personal checklist
 
Click to add this item to your personal checklist
 
21. Are the minutes a useful record of decisions and key items considered?
Click to add this item to your personal checklist
 

Specifying board reports

22. Does the board have a specified preference for reports in a certain format?
Click to add this item to your personal checklist
 
23. Is the length of board papers well controlled, with appropriate use of attachments and references?
Click to add this item to your personal checklist
 
24. Is there a resource library for information that may be assessed by directors if they wish
 
2?
Click to add this item to your personal checklist
 
25. Is there a ‘sign off’ sheet so that the board can see key executives are aware of the implications of the papers? If not, how does the board gain confidence that all executives understand the implications of decision sought?
Click to add this item to your personal checklist
 
26. Is the name of the person writing the paper, and the name of the person who has approved it for board issue, included in the paper?
Click to add this item to your personal checklist
 

Protocols for approaching executives

27. When directors have questions about materials in their packs what is the protocol for them to follow? Options may include:
Click to add this item to your personal checklist
 
28. Approach the author of the paper and copy the CEO
Click to add this item to your personal checklist
 
29. Approach the CEO
Click to add this item to your personal checklist
 
30. Approach the chair
Click to add this item to your personal checklist
 
31. Approach the company secretary
Click to add this item to your personal checklist
 
32. When executives respond to a question do they?
Click to add this item to your personal checklist
 
33. Reply to the director concerned
Click to add this item to your personal checklist
 
34. Reply to the whole board
Click to add this item to your personal checklist
 
35. Reply to the chair or company secretary and allow them to disseminate the response to the board
Click to add this item to your personal checklist
 
36. Reply to the chair or company secretary and copy the director concerned
Click to add this item to your personal checklist
 

Site visits and personal interactions

37. What are the protocols around individual directors conversing with executives?
Click to add this item to your personal checklist
 
38. What are the protocols around individual directors mentoring or building deeper ‘advisory’ relationships with executives?
Click to add this item to your personal checklist
 
39. How often does the whole board visit parts of the operations? How often do individual directors visit operations? How much of these visits is free conversation and how much passive receipt of reports?
Click to add this item to your personal checklist
 
40. Does the board have time to see each of the CEO’s direct reports and form an opinion of their personality, performance, and potential?
Click to add this item to your personal checklist
 
41. Do directors attend industry conferences along with staff members?
Click to add this item to your personal checklist
 

Reporting to stakeholders

42. How often does the board engage in two-way dialog with major shareholders?
Click to add this item to your personal checklist
 
43. How often does the board meet external stakeholders such as regulators, auditors, customers and host communities?
Click to add this item to your personal checklist
 
44. How often does the board engage with staff? Is there a regular series of town hall style meetings or semi social events?
Click to add this item to your personal checklist
 
45. Does the board engage appropriately with intermediaries such as proxy firms, investor relations firms and other consultants?
Click to add this item to your personal checklist
 
46. Is there a clear protocol on who can speak for the company (usually the CEO) and who can speak for the board (usually the chair)?
Click to add this item to your personal checklist
 

Taking action

Read the questions and note which ones you can confidently answer. Make a record of any actions that you wish to take to help answer any questions that you were not confident about. Schedule those actions as immediate, at the next board meeting, or within the next year.

Additional reading and reference sources

Presenting to Boards; Practical Skills for Boardroom Presentations, J Garland McLellan, Great Governance Press, 2011

Integrated Reporting and Corporate Governance: Boards, Long-Term Value Creation, and the New Accountability, L Girella, Routledge, 2021

Write to Govern, M Morel, The M Factor, 2014

Annual General Meetings; A Guide for Directors, Australian Institute of Company Directors, 2013

How to Present, M Bowden, Wiley, 2012

Mina’s Guide to Minute Taking, E Mina, 1949