The Craft of Clarity

How to deal with complexity in board papers — and why it is a governance issue, not a style issue

A thirty-second clip, and a sentence worth printing

A little while ago I sat down to re-watch a short clip from an interview we conducted on behalf of the Institute and Faculty of Actuaries. In it the late Martin Clarke, who was then the UK Government Actuary, is asked a simple question: when people are trying to communicate complex information to others, what mistakes do they typically make?

His answer lasts about thirty seconds. It is one of the most useful things I have ever heard anyone say about the craft of board papers, and I want to build this piece around it.

“The big mistake is to hide the complexity by masses and detail. Arguably, it’s a lazy way of approaching it, because it’s actually putting the responsibility for making sense of all that complexity on the reader. And I think the answer is to take some responsibility, yourself, perhaps, and to step back, think, what are the important themes in this whole piece? And help the reader out as best you can.”

— Martin Clarke, former UK Government Actuary

Read that back slowly. There is a diagnosis, a reframe and a prescription in under a hundred words.

The diagnosis: we hide complexity behind volume. The reframe: that is not an honest act — it is a transfer of work onto the person least equipped to do it. The prescription: take the responsibility back, identify the themes, help the reader.

I cannot think of a better description of what good board paper writing is actually for. And I cannot think of a more accurate description of what most board papers, in most organisations, quietly fail to do.

This article is an attempt to unpack that. It is aimed first at non-executive directors, because they are the ones paying the cost of the problem every month. It is aimed second at company secretaries, because they are the natural owners of the solution. And it is aimed third at chairs, because nothing changes in a boardroom without them.

The scale of the problem

Before we get into craft, let us start with data. The numbers around modern board papers are, frankly, embarrassing for a profession that claims to prize good information.

Research by the Chartered Governance Institute (formerly ICSA), conducted through workshops and interviews with the people who actually sit on UK boards, has produced a picture that anyone who has been near a boardroom in the last decade will recognise:

• The average UK board pack is now over 200 pages long (the global financial organisations I worked with managed >1,000 pages per month).
• 57% of directors say finding the key messages in their papers is “like looking for a needle in a haystack.”
• Only 48% of directors say they get meaningful value from the papers they receive.
• 66% of directors say their papers do not accurately reflect their organisation’s priorities.
• 56% of directors say the information is too internally focused.
• Two-thirds of directors rate their board materials as “weak” or “poor.”

Sit with those numbers for a minute. They are the self-reported views of the people the papers are written for. The customer says the product is broken. We are not looking at a failure of effort; the 200-1,000 pages are real, and somebody wrote every one of them. We are looking at a failure of purpose.

The UK’s Financial Reporting Council gives the standard we are meant to be meeting. Its Guidance on Board Effectiveness  (first issued in 2018, and carried forward into the 2024 Code Guidance) is unambiguous. Non-executive directors, it says, “need timely, high-quality information sufficiently in advance so that there can be thorough consideration of the issues prior to, and informed debate and challenge at, board meetings.” Papers should be “accurate, clear, comprehensive and up-to-date.” “Inadequate information or analysis” and “poor quality papers” are explicitly listed as factors that undermine board effectiveness.

You will notice the FRC does not say “long.” It says “clear.” Those are not the same thing, and the whole problem is that we have let them become confused with each other.

How complexity accumulates (and why nobody notices)

Before we blame the authors, let us understand them. Nobody sits down on a Tuesday morning and says, “I am going to write a sixty-page paper that transfers the burden of sense-making onto the reader.” Complexity in board packs is not designed in. It accumulates.

Watch how it happens in a typical organisation over three or four years.

The paper starts honest.

In year one, the head of a function has a genuinely new thing to bring to the board; a strategic decision, a risk, a significant investment. They write a six-page paper. It is clear, it has a recommendation, and the board makes a good decision on the back of it.

It then inherits.

In year two, another function has to write about a similar topic and uses the first paper as a template. But their topic is not quite the same, so they bolt on extra sections. In year three, the audit committee asks for more detail on controls, so a controls section is added. In year four, regulation has moved, and a regulatory section appears.

Nothing ever leaves.

Here is the mechanism. At every stage, somebody asks for more. Almost never does anyone formally say: “OK, in return, the section on X, which we added in 2022, can now go.” There is no equivalent, in governance, of a pruning cycle. The pack just grows.

Appendices are how authors cope.

Writers, sensibly, start moving the less critical material to the back. But without firm editorial ownership, the appendices grow too, and eventually the “main paper” at the front is itself a summary of a summary that nobody trusts, because the real numbers are buried in annex C.

Then the defensive layer arrives.

Once in a while a board member will push back. “I didn’t understand the assumptions behind paragraph 14.” Rather than rewrite paragraph 14, the author adds three more paragraphs of assumptions. The pack grows by half a page every time it is challenged. Before long, writing long has become a form of armour — “nobody can say I didn’t tell them.”

This is why, in Clarke’s phrase, the detail is “lazy” at doing what it does. It is not incompetent writing. It is writing that is doing something else entirely. It is protecting the author. It is warding off challenge. It is performing diligence. It is just, quietly, failing to inform the board.

The Clarke Principle

If we take the thirty seconds of Clarke seriously, we end up with something I have started calling, only slightly tongue-in-cheek, the Clarke Principle:

Complexity is the author’s responsibility, not the reader’s. If you cannot tell the reader what to think about your material, you have not finished writing it.

Everything else in this piece is an implication of that sentence. It is worth pausing on why it is the right principle.

First, it is the only principle that matches the reality of power in the boardroom. Non-executive directors are not full-time experts in your operation. They are sitting at a high altitude, by design, across half a dozen organisations and a dozen agenda items. If they had the time to dig through 200 pages and synthesise the themes themselves, you would not need the paper. The paper exists precisely because they do not.

Second, it is the principle actuaries have lived by for a century. Actuaries work with some of the most complex quantitative material in financial services: stochastic models, mortality projections, capital requirements under Solvency II, scheme-specific assumptions for defined benefit pensions. The profession has always understood that its value is not in producing the model — anyone with the software can produce a model — but in translating the model into decisions that trustees, boards and ministers can own. The Institute and Faculty of Actuaries trains its members explicitly in how to communicate under complexity. That is why the Government Actuary’s sentence lands with such clarity: it is a professional reflex, not a stylistic preference.

Third, it is the only principle that is actually auditable. “Be clear” is not auditable. “Did the author take responsibility for the themes, or did they pass the detail to the reader?” is. A company secretary or chair can ask that of any paper in five minutes.

Seven disciplines for writing under complexity

What follows is not a style guide. There are already plenty of those, and they are mostly right about sentence length, bullet points and plain English. What follows is the set of disciplines I think have to be layered on top of a style guide if an organisation wants to cut through its own complexity.

1. Start with the question, not the content

The first piece of writing advice I ever had from a veteran company secretary was: “Don’t open the file until you can finish this sentence — ‘This paper is asking the board to…’”

It is the single most effective discipline I know. If you cannot close that sentence, you do not know what the paper is for. And if you do not know what the paper is for, everything you write will be filler dressed up as analysis.

The question might be a decision (“…approve the acquisition of X”), a sign-off (“…note the updated risk appetite statement”), a piece of governance (“…endorse management’s response to finding 4 of the audit”), or strategic input (“…discuss our positioning in the European market ahead of the September offsite”). It does not matter which. What matters is that the writer knows.

The Chartered Governance Institute’s guidance puts the same discipline at the top of its own template: every paper should open with a clear statement of purpose. It is the one piece of structural advice that, in my experience, improves a paper more than any other.

2. A one-page front summary is non-negotiable

A board paper without a front summary is not a board paper. It is a document that has been filed in the board pack.

The front summary is not an abstract. It is the paper. Everything after it should be the evidence that supports it, for any director who wants to check the working. A well-formed front summary answers, on one page:

• What are we being asked to do?
• What is the context — why now, why this?
• What are the three things that matter?
• What are the risks or trade-offs?
• What is the recommendation?

If a director read only that page and had to vote, they should be able to. That is the test. It is also, incidentally, the test of whether the author has done the thinking the paper is meant to represent. A writer who cannot produce that page has not finished thinking. They have produced evidence.

3. Write themes, not contents

This is the heart of the Clarke Principle and the hardest discipline to teach.

Most long papers are organised by template: a section on the market, a section on the financials, a section on the operational plan, a section on risk. The structure mirrors the contributors. Each paragraph is true. None of them tell the reader what to think.

A paper organised by themes looks completely different. It has three or four headings, and they are arguments, not topics. “The market is moving faster than our plan assumed.” “Our current capability cannot close the gap within the planning horizon.” “A partnership approach accelerates us by eighteen months but concentrates supplier risk.” The evidence for each theme is pulled from wherever it comes from — the financials, the market data, the operational plan — and assembled under the theme it supports.

This is harder to write. It requires the author to have a view. It requires the author to commit to an argument, which can be wrong. A themed paper is, by its nature, a paper the board can disagree with. That is the point. A themeless paper is a paper the board cannot decide on.

4. Plain English is a professional virtue, not a concession

There is a persistent anxiety, particularly among executives writing up from operational detail, that plain English is a form of simplification that might make the writer look unserious.

The opposite is true. Technical jargon is easy. Plain English is hard, because it requires the writer to understand the thing so well that the scaffolding falls away. This is the point Richard Feynman made famous in physics (“if you can’t explain it simply, you don’t understand it well enough”) and it is the point every actuary working with a lay trustee board has had drilled into them.

Sentences of fifteen to twenty words, on average. Active voice. A single idea per paragraph. Technical terms defined on first use, or not used at all. Acronyms decoded the first time they appear in every paper, every cycle — a new NED should never need the last three months of packs to understand this month’s.

Plain English is hospitality in prose form. It says: I have done the work of translation so you do not have to.

5. Make appendices do the heavy lifting

The question is not whether the paper is long or short. The question is whether the reader’s path through it is short.

A good paper can have substantial appendices. It can have the full financial model, the full regulatory text, the full project plan, the full risk register extract. What it cannot do is put that material in the main body, where it competes for attention with the argument.

Appendices are not where you hide the hard bits. Appendices are where you keep the evidence so the main paper can stay an argument. A reader who wants to interrogate the argument can turn to the evidence. A reader who wants to trust the argument can read the front and stop. Both are well served.

Most organisations get this the wrong way round. They put the evidence in the main paper and the argument in the covering email.

6. Challenge before circulation, not after

Here we enter the territory where the company secretary and the chair have to earn their fees.

In almost every organisation I see, board papers are quality-controlled on the day they arrive, by directors trying to read them at the airport. That is not quality control. That is triage.

The fix is a structured challenge cycle before circulation. The company secretary, or somebody explicitly commissioned by the chair, sits with every paper in draft and asks four questions:

• Can you finish this sentence: “This paper is asking the board to…”?
• Can a reasonably informed outsider understand the front page on its own?
• Is each section earning its place, or is it here because it was here last time?
• What would we ask the board to decide differently if the answer to this question changed?

Papers that fail any of these questions go back to the author. This is the most unpopular sentence in this whole article. It is also the one that changes pack quality faster than any other single intervention.

7. Measure what matters, and publish it

You cannot improve what you do not measure, and nothing improves a pack faster than a quiet metric in the chair’s report.

The metrics do not have to be elaborate. Three will do:

• Total pages per cycle — tracked and shared with the committee chairs. The number alone creates pressure.
• Percentage of papers with a compliant front summary — measured on a simple checklist, reported to the chair.
• A twice-yearly directors’ pulse on pack quality — five questions, five minutes, honest answers.

Boards that have done this consistently for two cycles are, in my experience, unrecognisable from the boards they were before. Not because the writers got better — the writers were always capable. Because somebody, finally, was watching. Watching is governance.

The company secretary as editor-in-chief

This is probably the most under-appreciated shift we need to make as a profession.

For too long, the company secretary’s role in paper production has been treated as administrative — collecting the papers, pagination, distribution, version control. Useful, but transactional. Nobody would claim it was a core governance function.

I want to suggest that is wrong. The company secretary has exactly the right position in the organisation to own paper quality: in the room for every board and committee, adjacent to the chair, independent of the executive authors, and with a clear professional duty to support board effectiveness. There is no other role that combines those four things. A finance director can challenge finance papers. A general counsel can challenge legal ones. Only the company secretary can sit over the whole pack and ask whether it is fit for its purpose.

In the model I am arguing for, the company secretary is not the writer — ownership of content stays with the executive sponsor — but they are the editor. That means:

• Commissioning the paper. A board agenda item is a brief, not a title. The company secretary should know, before a writer starts, what decision the board will be asked for and at what depth.
• Challenging the draft. The pre-circulation review is the moment quality is set. Leaving it to directors’ own time is not a review; it is an apology.
• Curating the pack. Agenda order, committee interlock, cross-references between papers. The company secretary is the only person in a position to see the whole.
• Protecting the board’s time. The scarce resource in any boardroom is not information. It is attention. Protecting it is the company secretary’s first professional duty.

None of this requires a change in statute. It requires a change in how the role is defined inside the organisation. The chair can do that in an afternoon.

The non-executive director’s share of the deal

Everything so far has put the responsibility on the author and the company secretary. That is correct. But there is a part of the deal that only NEDs can deliver, and without it nothing else holds.

Non-executive directors have to say when a paper is not good enough.

This is harder than it sounds. A NED has usually been selected for experience and judgement, not for editorial instincts. They often feel, perfectly reasonably, that the author knows the subject better than they do — that their confusion is their problem, not the paper’s. They sometimes feel, less reasonably, that calling out paper quality will look ungenerous to a management team working hard.

Both instincts are wrong, and both are costly.

If a NED cannot follow a paper, that is, by definition, a defect in the paper. The paper was written for them. If they need three readings to find the argument, the paper failed. A NED who politely flags that in the meeting, even once, changes the quality of the next cycle’s pack more than a dozen training sessions for the authors.

My modest suggestion for NEDs reading this is the simplest possible challenge, delivered courteously and without fuss: “Could you take me through what this paper is asking us to decide?” If the author can do it in two sentences, the paper is doing its job. If they cannot, the board has just discovered, in public, that the paper was not ready. That discovery is not embarrassing for the board. It is what the board is for.

Before and after: the Clarke Principle in a single paragraph

It is easier to see all of this in one concrete example than to argue it in the abstract. Here is the same piece of information, written two ways. The subject is deliberately ordinary — a quarterly update on a cost programme — because the craft matters most on the ordinary papers, which is where the 200 pages actually come from.

Before (content-organised)

“The cost-out programme has a net benefit run-rate of £14.2m against a full-year target of £18.0m. Within this, workstream A has delivered £6.1m (plan £7.0m), workstream B has delivered £5.3m (plan £5.0m), and workstream C has delivered £2.8m (plan £6.0m). Headcount reductions have tracked broadly in line with plan; procurement benefits are ahead of plan; property consolidation is behind plan due to two lease break dates moving to Q1 of next year. A detailed reforecast is at appendix 3.”

Every sentence is true. Every number is right. A board member reading this has learned, in effect, that there are three workstreams, that some are ahead and some behind, and that there is a reforecast somewhere at the back. They have not been told what to think.

After (theme-organised)

“The cost programme is on track to miss its full-year target by around £4m, entirely because property consolidation has slipped into next year. The underlying run-rate is sound: procurement and headcount are on or ahead of plan, and we expect the property benefit to land in Q1 rather than be lost. The ask of the board is to confirm we hold the full-year target and absorb the phasing, rather than reopen the programme. Evidence for each workstream is at appendix 3.”

Same facts. Same appendix. One third fewer words. And now the board can do something with it: confirm, challenge, or ask a better question. The author has taken the responsibility back. Clarke would call that help.

What good looks like: a practical checklist

If you want a single thing to take from this article and put into practice this cycle, it is this. Before any board paper is circulated, the author and the company secretary should be able to answer yes to every line below. If the answer is no, the paper is not ready.

• I can finish the sentence: “This paper is asking the board to…”
• There is a one-page front summary that can be read alone and still drive a sensible decision.
• The main body is organised around three to five themes, not a template.
• Every technical term is defined or avoided; every acronym is decoded on first use.
• The evidence is in the appendices; the argument is in the main paper.
• The paper has been reviewed against these questions before circulation, not after.
• If the board had ten minutes instead of forty, the paper would still produce the right decision.

Seven lines. If a board paper cannot pass those seven lines, no amount of additional reading time will fix it, because the problem is not the reader.

Closing: the thirty seconds that are worth an hour a month

We started with thirty seconds of Martin Clarke. I want to end with what those thirty seconds are worth in the life of an organisation.

A typical FTSE 250 board has ten meetings a year. Each director reads, say, 250 pages per cycle. If you estimate that only about half of that material adds value, and you have something like 1,000 pages of wasted director reading per person per year. Multiply by ten directors and you have 10,000 pages of collective professional attention that generated no insight.

That is, in crude terms, several full-time weeks of senior time, across the top of the organisation, spent on material that did not inform a decision. Every year. Quietly. Nobody responsible for it. Nobody measuring it.

The Clarke Principle is, if nothing else, a way of reclaiming that time. It asks authors to do the hard work of sense-making once, so that readers do not have to do it ten times. It asks company secretaries to take editorial ownership of the pack, rather than treating its assembly as administration. It asks non-executives, politely, to say when the paper is not good enough, because nobody else in the room is in a position to say it.

It also, and this is the deeper point, asks us to think of clarity as a governance virtue rather than a stylistic one. A clear paper is not a simpler paper. It is a paper in which the author has taken responsibility for the thinking. That, not page count, is the measure we should be holding ourselves to.

The great mistake, as Clarke said, is to hide the complexity by masses of detail. The great discipline is the opposite of that: to absorb the complexity, step back, find the themes, and help the reader.

Complexity is not the reader’s problem. It is ours. And if there is a single sentence that should sit above the desk of every person who writes for a board, that is probably it.

About The Board Paper Company

The Board Paper Company helps boards, company secretaries and executive sponsors write board papers their directors will actually read. If this article has prompted a conversation inside your organisation, we would be delighted to hear about it.

Sources and further reading

• Martin Clarke CB, former UK Government Actuary — IFoA interview clip.
• Chartered Governance Institute UK & Ireland
• Financial Reporting Council, Guidance on Board Effectiveness (2018), carried forward into the 2024 UK Corporate Governance Code Guidance. — frc.org.uk/library/standards-codes-policy/corporate-governance/
• Good Governance Institute, “Short, effective board papers.” — good-governance.org.uk/publications/insights/short-effective-board-papers
• Governance Institute of Australia, “Guidance — Board papers” (2021). — governanceinstitute.com.au/advocacy/guidance-board-papers/
• Institute of Directors (New Zealand), “Top 10 tips for better board papers.” — iod.org.nz
• Cranfield Trust, “Board papers — a practical guide.” — cranfieldtrust.org

Board Intelligence, “Board Packs Are Overlong And Unbalanced” (coverage via Mondaq). — www.mondaq.com/