One of the biggest challenges facing all bank directors is the voluminous amount of information they need to read and comprehend before every board and committee meeting. More than a third of the board members responding to Bank Director’s 2021 Governance Best Practices Survey reported that not all directors review materials before board meetings — reducing the effectiveness of their boards.
Board and committee meeting packets — most of which are distributed electronically through secure board portals — can easily reach several hundred pages, particularly at large banks with complex operations. The packets are typically distributed several days in advance of board and committee meetings, often on a Thursday or a Friday, so directors have the weekend to read through them.
It is difficult to subscribe a best practice to board packets because they often reflect what board and committee members want to see. But there are certain standards that should apply. At a minimum, the board packet should provide a comprehensive overview of the bank’s performance, while highlighting any issues of concern that require the board’s attention. At the committee level, the packet should provide an overview of relevant areas that a particular committee is working on.
Packets should be well organized and include a complete agenda for each board and committee meeting, along with any supplemental information that is provided. There is a general tendency to provide more information than less, but it should be easily accessible to the directors.
It’s also important that the information be contextualized. The quality and utility of the information from a governance oversight perspective is generally more important than the sheer quantity of what’s being provided.
James A. McAlpin Jr., a partner and global leader of the banking practice group at Bryan Cave Leighton Paisner, says that board packets often include too much irrelevant information. McAlpin also sits on the board of Hyperion Bank, a $300 million asset community bank in Philadelphia. “I don’t need a listing of every new loan, because I don’t know these borrowers,” he says. “I need a listing of what the trends are. What is the net interest margin? What are the concentrations?” Concentration risk was a big problem for many banks during the financial crisis, McAlpin adds. “It didn’t happen over a period of one or two months, it happened over a period of time, and no one got it because no one was focused on that as a trip wire,” he says.
And the packets themselves shouldn’t be viewed as stone tablets that came down from Mount Sinai. Boards should periodically review whether the packets’ structure and organization, as well as the information being provided, still meets directors’ needs. “You may be comfortable with the board package, but when was the last time everybody, including your committee chairs, said, ‘Do we like the format? Do we like the information presented?’” says McAlpin. “‘What’s missing?’ Very few boards have that conversation.”
The board at Community Bank System, a $15 billion regional bank holding company headquartered in DeWitt, New York, meets 10 times a year. There is also a separate board for Community Bank, N.A., the holding company’s banking subsidiary. Holding company directors also serve on the bank board; the meetings occur back to back. Meetings of the board’s three standing committees — audit, compensation and governance — usually occur before the two board meetings. Lead Director Sally A. Steele, who joined the board in 2003 and served as chair from 2017 to 2021, says the holding company and bank boards, as well as each committee, receive their own packet with a separate agenda and supplemental information.
There’s a lot to read before meetings, according to Steele. The audit committee packet in particular can be expansive, running to as many as 300 pages. The packets for the compensation and governance committees, as well as the holding company and bank boards, are generally smaller. But taken all together, Steele says, the information “can be really voluminous.”
Should a director attempt to read every single page if the board packet runs several hundred pages? That may be impractical — and perhaps unnecessary. Steele practices something that might be described as selective reading. “It depends on which [packet] you’re talking about,” she says. Steele is not a member of the audit committee and thus does not attempt to dig through that particular pile of information, even though she and all other non-audit committee members receive it. “Do the folks on [the audit] committee read all of it? I honestly believe they do. You can tell by the questions they ask,” she says.
As the board’s lead director, and previously as its chair, Steele reads both board packets in their entirety, as well as the packets of the committees she does serve on. “I would guess most directors focus on the committees they’re on, and the material that’s there, and then probably the bank board and holding company material,” she says. “It’s a lot of information.”
Steele believes it is the responsibility of every director to come to board and committee meetings well prepared. That includes having sufficiently reviewed the information that has been sent out in advance, even if members haven’t read every word. In fact, the Community Bank System board goes through an annual assessment process that is administered by its governance committee, and preparedness is a key part of the evaluation. “In our boardroom, it would not go over very well if people were not prepared,” she says. “I think it’s part of your fiduciary obligation to be prepared for meetings. Goes without saying.”
Plowing through an expansive board packet can be a challenging exercise for new directors who don’t have enough experience to prioritize what they must read word for word over what they can more lightly review. McAlpin believes it would be helpful if one of the more experienced directors “would offer to talk to them over lunch, or meet privately and go through the packet with them to get some sense of what has happened historically and what the packet is,” he says. “I think most boards do not do a very good job of new director orientation.
When Community Bank System recruits a new director, the board tries to lighten the new member’s load by assigning the individual to only one committee. But Steele sees no way around the fact that most new directors will have a steep learning curve, and that includes plowing through the board packet and knowing how to prioritize what’s in it.
“I’ve never found that you can have too much information,” Steele says. “There comes a point in time where you understand what’s important and what’s not. Then you get to choose if you feel it’s important enough for you to spend time on. … I just think there’s a price you pay for being a new director, and it’s figuring out and understanding what’s important and what’s not important.”