Click here to download a pdf - Director Magazine

INFORMATION AND THE BOARDBoards can easily fall into the trap of filling their meetings with paper – and‘death by Powerpoint’ – resulting in too little time for real debate and too littlechallenge. The key for board members is to be able to understand what they arebeing asked for each agenda item. They need the right amount of information (alonger paper is not necessarily a better paper) ahead of time. There needs to bethat level of discipline, therefore, so the board can get straight on with theconversation and the NEDs feel empowered to get into the debate. Informationshould enable a discussion, not be an obstacle to one.SUPPORTING THE BOARDTo conclude, the board must make sure that it gets the right information aboutthe right issues at the right time – and it generally falls to the company secretaryto implement a sensible system for ensuring that this happens.It is a role that is being increasingly recognised. In his recent report on banksand financial institutions, Sir David Walker commented on the importance ofNEDs and the chairman – given the constraints on their time – having thesupport they need to carry out their responsibilities. The most recent version ofthe UK Corporate Governance Code echoes his point (see page 24).KEY ACTIONS FOR BOARD MEMBERS■ Board members should, under the chairman’s direction, review the tasks ofthe board and ensure it is focusing on the right tasks in the right way;■ They should ensure that their initiation rights are protected;■ They should ensure that the experience of the NEDs is used in discussing allaspects of risk;■ They should align the board’s oversight of risk with the strategy.CONTRIBUTORDavid Jackson has been Company Secretary of BP since 2003, before which he wasGeneral Counsel and Company Secretary at PowerGen. Prior to this, he held anumber of legal positions with Matthew Hall, AMEC, Chloride Group, Nestle UK andBarlow Lyde & Gilbert. He is also a director of BP Pension Trustees Ltd.66