Why Board Meetings need Board Packs

Why Have Board Meetings?

Directors of companies convene board meeting in order to pass resolutions that govern and manage the affairs of the company.

The Companies Act sets out a series of requirements that regulate the constitution of board meetings. The Act prescribes rules that relate to the notification of directors and the process of convening board meeting. It also stipulates the minimum number of directors who need to be present and thus constitute a quorum.

Effective Board Meetings

Boards meetings are normally constituted on a regular schedule. In most countries, they are required to be scheduled at least once a year. Generally, effective company boards meet regularly, according to the rules set out in the Memorandum of Incorporation (or similar) of the company.

Why Are Board Packs Necessary?

Directors are expected to have a good understanding about the items tabled for discussion at a board meeting. This understanding is crucial to a director’s ability to make credible decisions relating to the items tabled for discussion.

To this end, the company secretary normally compiles and curates various documents into a packet, called a board pack, which is then distributed to the board members.

Compiling of Board Packs

Traditionally, it is the work of the company secretary to compile board packs. Over time, the Adobe PDF format have become the norm for document distribution, where all relevant docs have been merged into a single PDF book.

The creation of PDF board books is time-consuming part of board pack creation.

A new pack grows out of a torrent of emails containing documents as attachments. Some of these emails are accompanied by lengthy explanations affecting the disposition of the attachments as well as instruction as to how to include the information into the pack. In many cases, the supplied documents need to be formatted or even edited before inclusion into the pack.

This is where a PDF merging and composition tool like BoardCloud can help.

Distribution of Board Packs

Most companies have an established pattern for the distribution process. This process normally relies on the use of many photocopy machines and reams of bond paper. Since copies were required for each director as well as one for archiving, boardrooms stacked with paper piles are a common sight.

Historically the quip, ‘Many trees died in the name of this board meeting’, has unfortunately held true.

Two factors at the distribution phase affect the outcome of upcoming board meetings.

• The careful choice of documents and details for inclusion in board packets is an art. Too much detail prevents uniform digestion of the contents, while too little detail can open directors to making ill-informed decisions.
• The timing of delivery of the documents. While delivery less than a week before a meeting seems to be too late, delivery more than two weeks before a meeting may lead to low compliance for some boards.

Delivery of Board Packets

Traditionally board packs were posted, shipped, couriered or hand-delivered to directors.  Today, electronic delivery is thankfully becoming more common.

Most countries now allow these documents to be distributed in electronic form to directors. As a result, email has become the most common distribution system for board packs, which has led to many problems.

Email weaknesses include:

• Uncertain delivery - because email transport does not guarantee delivery
• Poor security during transport
• Poor mailbox security
• Compliance issues relating to not reading/finding the documents in overflowing mailboxes

The Solution to Board Pack Distribution

There is a solution. To find out more click here:

An electronic pack distribution system that can reliably deliver documents to directors, provide governance compliance and allow for digital signing.