Armanino White Paper
White Paper

Creating an Effective Board Package - A Guide for Private Company CEOs

Board of directors meetings are one of a CEO's critical responsibilities. To lay the groundwork for a productive meeting, CEOs and their teams need to compile a package of board materials that’s informative, insightful and provides directors the necessary level of financial detail and analysis.

MAP THE FLOW OF THE MEETING

Overall, the board materials should outline and explain significant variances from plan (both positive and negative), illustrate management’s execution against plan, and show the management team's ability to understand and clearly explain the factors impacting execution. The package maps the flow of the board meeting, which typically follows some variation of this general schedule:

  1. Opening Remarks from the CEO
  2. Approval of Minutes from the prior meeting
  3. General Session
  4. The CEO:

    • Outlines the focus areas for the meeting
    • Summarizes performance vs. goals since the last meeting
    • Discusses factors impacting operations, both positive and negative
    • Reviews major operational issues/concerns
    • Discusses big-picture, strategic topics of interest to the board
    • Provides a summary outlook for the business
    • Establishes goals for the next meeting

    Depending on the level of detail the board wants, this may include an operations review by department: Engineering/R&D, Marketing/Sales, Manufacturing/Operations, Finance & Administration, etc.

  5. Closed Session (board members, corporate counsel and CFO only)
    • Review fair market value of common stock
    • Approve new stock options
    • Discuss other financial matters requiring board action (such as the upcoming renewal of a line of credit)
  6. Executive Session (outside directors only)
    • Discuss performance and other company issues

Financial Statements and Other Data

An effective board package combines financial statements with other information and commentary to provide a complete picture of the company's operations. By helping your board understand these documents and how they relate to one another, you enable them to develop an informed view of your company’s financial condition and stability. Include these core financial statements:

Income Statement (aka Profit & Loss Statement or Statement of Operations) This is a “flow” statement, meaning it covers a period of time. For this period, it presents total company revenue, deducts all costs and expenses, and derives the resulting income or loss generated by the business.

Balance Sheet This is a “stock” statement, representing a point in time — the end date of the income statement period. It presents the company’s assets and liabilities, and derives the net worth or “equity” of the business by subtracting liabilities from assets.

Statement of Cash Flows(aka Statement of Changes in Financial Position) Also a “flow” document, it covers the same time period as the income statement. It combines information from the income statement and balance sheet to illustrate how much cash the business either generated or consumed during the period.

Use appropriate detail from the financial statements to clearly show material variances from plan, both positive and negative. It’s important to anticipate the board’s reaction to these variances and be prepared to give detailed answers to questions about them. CEOs should also demonstrate an aggressive approach to addressing shortfalls, and the review of operating expenses should show ongoing attention to cost control.

Include the operating metrics/key performance indicators (KPIs) that really matter to your business, such as recognized revenue, cash balance and churn. But don’t just report the numbers. You also need to provide an interpretation and analysis of what the metrics mean for the business. For example, along with reporting on the company’s cash balance and its change since the last meeting, you need to provide an analysis of the factors impacting cash flow positively or negatively.

(For sample financial statements and examples of KPIs and other relevant financial information to include, see the Appendix.)


TIMING AND EXECUTION

It’s important to distribute the package well in advance of the board meeting to give the directors adequate time to review the information. Send it out three to four days beforehand, at minimum. The CEO should also be available during this time to discuss the package and answer questions.

Have a consistent message throughout the materials. And present the information in a format that’s consistent from meeting to meeting, with consistent reporting, so the board knows what to expect. This also makes it easier to prepare, because you can create an outline of the board deck and update it for each meeting instead of starting from scratch.

Your directors are all busy people, so make sure the materials are clear and concise. Guide the board by distilling the key aspects of your business. Board packages tend to get longer as companies grow and there is more ground to cover, but in addition to the financial statements, you generally should not need to distribute more than five to ten pages of written material, absent a special circumstance. For instance, if you are going to present a proposed acquisition to the board, that would require disclosing substantially more information, perhaps in a separate package. It’s all a matter of judgement, past practice, and what your directors have come to expect in terms of information load.

A good board package enables you to set clear expectations and communicate your company’s performance with complete transparency. This will help ensure that your meeting runs smoothly, with no unpleasant surprises on either side, and is as productive as possible.

 

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June 19, 2019

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