However much we like to think that we can depersonalise our professional relationships, we’re not robots. Bringing a challenge to someone who outranks you is an intimidating prospect. That’s not necessarily a bad thing: apprehension leads to caution and caution leads to taking care with what we say and how we say it.
But governance professionals are not there simply to move papers through the process. Their role is to ensure the board has what it needs to make a sound decision. And it comes down to the critical difference between editorial work and governance work.
A guiding principle in reviewing board papers is whether or not they’re ‘decision-ready’. That means that a director who’s read the paper can easily and clearly identify what’s being asked of them, what their options are, how the recommendations were arrived at and what happens if they say no. Any paper that fails to fulfil all of these criteria in your mind’s eye – whether a board member is aware of it or not – should be returned.
The same test can be applied before the paper ever reaches the board. Board Intelligence's IQ Insights helps governance professionals assess whether directors can identify the decision, the supporting rationale and the implications of different outcomes before the board pack is distributed.
What is the cost of a board paper that isn’t decision-ready?
The board is convened to make decisions. Indeed, if the board is being asked to approve or decide something, you can be certain it’s not the layout of the new letterhead or venue for the Christmas party. It’s going to be consequential.
Of necessity, the board need the best information available and the right amount of detail (note: that doesn’t mean all the detail) to perform this role. Yet Board Intelligence’s Board Value Index 2026 found that 86% of directors say overly rigid or inconsistent processes have led to a delayed, rushed or poor board decision in the past six months.
Those decisions can have far-reaching consequences – unnecessary costs, missed opportunities, reputational and regulatory damage, or simply the expense of valuable time. As a governance professional, you’re equipped to head off these inadequate decisions before they’re made. The tricky bit is communicating that to the author.
Don’t miss early opportunities
A weak paper creates work somewhere, and it’s always going to be more work to make improvements to a complete paper retrospectively than to avoid the need in the first place.
Getting out ahead of potential issues saves time and energy. Board Intelligence's Report Writer puts the structure in front of the author to assist with writing so they can be confident they’ve covered everything upfront. Failing that, a template gives the author a structure to follow and ensures they fill in detail they might not have thought to if writing from cold. Then, schedule a briefing meeting that will enable you to quiz the author and make sure nothing on your checklist is left out. You’ll be able to clearly pin down the specific ask, identify alternatives and flesh out the core argument in ways that will help you and the author.
The stakes are not abstract. Board Intelligence and the Chartered Governance Institute UK & Ireland found that 42% of respondents say their board materials are actively limiting board effectiveness. Papers are not neutral. They either help the board decide or they get in the way.
How to spot the weaknesses of a board paper
Errors are seldom glaring. Often, you’ll sense something’s not quite right before you’ve identified precisely what’s wrong. But there are telltale signs to look for that can help you drill down into the nitty-gritty. This, in turn, gives a structure to your feedback and avoids perceptions of personal preference.
Inadequacies in papers normally fall into one of three categories:
Lack of clarity around what the board is being asked to do
There may be a great deal of information and detail, but if the board isn’t clear on what it’s being asked to do then decision-making is hindered. Not only should the ask be clear but it should also be obvious: prominent, explicit and actionable. Without a clear ask, directors cannot identify the decision before them.
Lack of detailed reasoning
Authors are likely to be subject matter experts, par excellence in their field but less knowledgeable about what a board might need to see from other quarters in order to make an informed decision. These papers may read authoritatively but a more thorough interrogation finds them wanting. Alternatives, trade-offs and other options may have been skirted around or left out entirely. It is the board’s job to scrutinise a recommendation from all relevant angles. It’s the author’s job to give them what they need to do this. Directors may be able to approve the recommendation, but they cannot properly test it.
Too much information masking a lack of core clarity
This is your likeliest challenge. Authors often include detail as a form of reassurance. Unfortunately, information that doesn't help the board decide often obscures the information that does.
Research by Board Intelligence and the Chartered Governance Institute UK & Ireland puts the average board pack at 220 pages, up 27% since 2019. It seems improbable that every decision every board makes now requires a quarter more detail than it did in 2019.
All that extra detail is unlikely to get read. The same research puts the time needed to read a 220-page pack at seven to 20 hours. Directors are typically given around four. Whatever else that gap means, it means a large part of the pack goes unread, and a poorly structured paper is the one most likely to lose its reader before the decision is reached.
Identifying your role when addressing concerns
The key to a successful conversation is differentiating between the role of an editor and a governance professional. This means focusing on the board's ability to make a decision, rather than the author's ability to write. Sometimes this distinction will be clear, others less so. For instance, our third watchout highlights too much information. When expressed as “It’s too long”, it’s an editorial note, which we don’t want.
Instead, the question should be “Does this (section) help the board make a decision?” Framed like this, the question is one of governance. The logic can be applied across the board. Next, we’ll go into a framework for approaching feedback that will ensure this question guides every bit of feedback.
How to approach the author and what to ask without creating friction
A second key differentiation is between the author and the paper. It might sound obvious, but when someone’s ploughed a lot of time into a paper and has a certain pride of authorship, feedback can feel personal if not framed just so.
Keep the focus on the board and their ability to make decisions, not the author or the perceived quality of their work. The author’s likely to be a ranking executive for whom the task of writing the board paper is done and dusted. Being asked to then revisit it for reasons that seem like editorial preference might not go over well. But if your feedback helps clarify something the author wasn’t themselves entirely sure of and speeds up comprehension in its audience, the author may be pleased to get it.
In practice, giving feedback in the form of questions forces the author to genuinely think about the answer. Conversely, feedback in the form of statements can lack context: the author may not understand your reasoning. Additionally, in other writing contexts, the editor is more senior than the writer. Comments such as “This needs to be shorter” imply, at best, your personal preferences and, at worst, a status challenge. Not only is this unnecessary but it’s also unhelpful. You don’t want an executive to retrench their position on an inadequate paper. Questions enable you to exercise influence without status.
While the specifics will vary paper-to-paper, your questions are likely to be fairly general:
No clear ask
- What decision do you think the board will make based on the executive summary?
- What are we asking the board to decide here?
- How can we clarify the ask earlier on?
- Which evidence should directors use to evaluate this?
- Can we add anything that will help the board test this?
- Will the board want to see more to support this claim?
- Are there any alternatives we haven’t considered?
- Does this [paper, section, citation, chart etc] help the board make a decision?
- Does this [paper, section etc] obscure more important information?
- If we removed this [section, citation etc], would it change the argument or decision-making process?
- What [sections etc] would change the board’s decision if we removed them?
Not enough detail
Too much irrelevant detail
None of these questions imply you have the answers; the ownership and control remains with the author. They are questions of good governance, showing you’re not leaving any stone unturned in facilitating high-quality decision-making. In essence, you're not making a judgement about the author. You're making a judgement about whether the board has what it needs to make a decision. Even where feedback is unwelcome, framing it around the board's decision-making needs makes the discussion easier to have.
It’s not always so simple, though. The author may have a rationale for structuring the paper that way and, while you may disagree with it, they’re sticking to their guns. Where a material gap remains and the author is unwilling to address it, escalation is not a failure of the relationship. It is part of the governance process. The governance professional's responsibility is to ensure the board understands the limitations of the information it has been given.
You may feel that your options are to pushback more or quietly rewrite the paper, both of which carry a decent risk of souring relationships. Rewriting doesn’t do anything to ensure future papers are written better; if anything, it perpetuates a process that turns out subpar work.
Needless to say, these options are to be avoided. The point is to get a paper decision-ready without creating friction in the relationship. Escalation to the chair of the board is the most sensible course of action in this situation. It’s part of the governance framework and is no comment on the quality of authorship. The chair will be made aware of information they need and have the choice to bring this up in the board meeting or not as they see fit. Remember, you’re not telling them the paper is weak. Doing so might keep your misgivings from the author but the chair might not be comfortable being put in this position. Rather, you are doing your role as a governance professional: bringing information to the board that will impact the structure of their discussion.
What does this mean for governance professionals?
Board effectiveness depends on decision quality, and decision quality depends on the information placed in front of directors. A large part of this is the quality of its presentation. 74% of governance professionals report an increase in workload over the past 12 months, according to the 2026 Governance Market Survey from the Chartered Governance Institute UK & Ireland and The Core Partnership. Board papers are growing in length too. Everyone in the board cycle is being asked to do more with less time. Information density, clarity and purpose form a trifecta that get a paper decision-ready. When they’re not there, papers aren’t decision-ready.
The question for governance professionals is not whether to return a paper to its author, but how to do it – and without introducing tension. Clearly identifying, preferably early, what could be improved before going back to the author is the first step. The second is to approach the author as a governance professional rather than an editor, guided always by the ways in which the paper aids decision-making. This enhances board effectiveness as well as administration.
Most of the time, clear feedback and a better briefing conversation are enough. But where weak papers have become a feature of the board cycle rather than an exception, governance professionals need evidence, not another round of comments. Board Intelligence’s IQ Experts lets you interrogate a pack directly: review any paper through 130+ expert domains, trace a topic back through previous packs, and see the patterns that one round of feedback will never surface.
FAQs
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When should a company secretary send a board paper back?
If directors can’t easily and clearly identify the decision, its rationale, alternatives, risks or consequences, then the company secretary should identify the improvements to be made and send it back.
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How can governance professionals challenge senior executives constructively?
Prevent the focus from becoming the quality of authorship and instead focus on what the board needs, and what might be lacking, from the paper. Use questions rather than statements to expose gaps in the content.
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What makes a board paper decision-ready?
If a director has read the paper and knows
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- what they are being asked to decide,
- what options are being considered,
- what evidence supports the recommendation, and
- what the consequences of saying no are,
then the paper is decision-ready.
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Should governance professionals rewrite weak board papers?
No. Even if this solves an immediate problem, it is likely to generate new ones and does nothing to prevent inadequate papers from being written in the future.
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