Board Packs: The Elephant in the Boardroom

This research—possibly the largest ever undertaken into board packs in US businesses—was led by Board Intelligence in partnership with the National Association of Corporate Directors (NACD).  

The research focused on directors’ needs, preferences, and opinions on the pre-meeting materials shared with boards. Commonly referred to as “board packs,” they contain information and reports on a range of topics relevant to the agenda for directors to review when preparing for upcoming meetings. 

From May to July 2024, Board Intelligence and NACD gathered insights and data from corporate directors through a nationwide NACD member survey and in-depth interviews with NACD members (interviewees’ quotes (italicized) are presented throughout this report without attribution).

Why do board packs matter?  

While board packs may not spark lively conversation at most dinner tables, there is one question that is increasingly likely to get people in governance circles talking:  

“What does a good board pack look like?”  

Directors know that great board packs add value. They’ve seen the positive impact that well-written, insight-rich reports can have on board conversations and decisions.  

And yet too few directors are fully satisfied with the information they receive. Only 13 percent rate their board packs as "extremely effective," and 59 percent report three or more individual areas of concern within their board packs—ranging from papers being too operational at the expense of strategy, to information being too backward-looking and light on risk reporting.

“When it comes to board packs, there’s room for improvement everywhere.”  

Poor board packs act as a significant barrier to optimizing director and board performance, but they also expose organizations to risk. The board can’t govern what it can’t see. 

It’s never been more important to equip directors to work efficiently and effectively. As discussed in NACD’s Future of the American Board report, boards must navigate an “ever-more-turbulent and unpredictable present and future, marked by expanding expectations, conflicting demands, and intense scrutiny in an environment of growing complexity, disruption, and ever-accelerating change.” Fit-for-purpose information can position boards to act with greater agility in adapting to changes impacting the company and to fulfill their fiduciary responsibilities. This requires periodic reassessment of the processes in place to inform the board.  

Without attention, value is being left on the boardroom table. Few organizations look to their board packs as a potential source of competitive advantage, or as a performance lever to be optimized—despite directors agreeing that there is room for improvement.  

“Companies get better board materials when they put brainpower, time, and money into them. When you streamline and tailor them, they’re much more likely to hit the mark and help make your complex business easier to understand and govern.”  

At a time when businesses are straining every sinew to find their edge—with 45 percent of CEOs believing their business’s current plan is a path to failure—settling for a board pack that is considered “not too bad” isn’t just risky, it’s a missed opportunity.  

 If board packs are so important, why aren’t directors getting what they need?  

Despite their wealth of knowledge and experience, corporate directors may not have a clear grasp of what the ideal board pack should look like.  

Board packs are highly sensitive and confidential documents, so directors rarely get to see how other companies approach them or have an opportunity to study best-in-class examples. This makes it difficult for directors to benchmark what they are receiving from management and to communicate what they need.  

As a result, board packs rarely feature in the board effectiveness conversation. Director certification, onboarding, and professional development programs focus on areas that can more easily be benchmarked and fixed, such as board members’ skill sets and experience. Boards ask, “Do we have the right people around the table?” rather than, “Is the information we receive setting us up to succeed?”  

“Last week, I was at a top business school’s governance program, and we talked about board packs. I realized just how infrequently my boards talk about this, and how overwhelming it can be for directors.”   

And while directors are keenly aware of the downside of poor board packs, the research conducted by Board Intelligence and NACD suggests they find it harder to articulate the benefits of getting it right—and board packs remain an under-optimized tool.  

How can this research help?  

The longer that board packs remain in the shadows, the longer these challenges will persist.  

That’s why Board Intelligence and NACD undertook this research—to start a conversation about board packs. To bring them out of the shadows, set the benchmark, and give directors new tools to harness the untapped potential in their board materials.

Read on to find out what sets best-practice board packs apart, why directors aren’t getting what they need, and the steps directors can take to ensure their board packs consistently hit the mark.  

Let’s start the conversation. 

Read the Report