Preparing Board Materials

Preparing Board Materials

When To Use

• Preparing a board deck for a strategic alternatives review, M&A transaction approval, or capital markets decision
• Creating quarterly or special-meeting presentations summarizing financial performance and outlook
• Assembling materials for a board vote on a specific transaction (sale, acquisition, financing, dividend, buyback)
• Drafting governance-focused presentations on committee updates, risk oversight, or management succession
• Building a fairness opinion summary or banker recommendation slide set for director review

Inputs To Gather

• Meeting context: Type of board meeting (regular quarterly, special session, committee), date, attendees, and agenda items
• Company financials: Recent income statement, balance sheet, cash flow statement; budget vs. actuals; LTM and NTM projections
• Transaction details (if applicable): Deal structure, valuation range, key terms, counterparty information, timeline, and conditions
• Market data: Comparable company trading multiples, precedent transaction multiples, sector indices, relevant benchmarks
• Strategic alternatives considered: Options evaluated (status quo, sale, merger, recapitalization, IPO) with pros/cons for each
• Prior board materials: Previous deck for continuity of format, numbering, and narrative arc
• Confidentiality designation: Project code name, distribution restrictions, and watermark requirements
• Fairness opinion or valuation work: DCF, LBO, sum-of-parts, or other analyses supporting the recommendation

Workflow

1. Confirm scope and format

   • Identify the specific board action required (informational update, resolution to approve, advisory vote)
   • Determine page/slide count target and whether the format is a slide deck, memo, or hybrid
   • Confirm whether a fairness opinion summary, management presentation, or both are needed

2. Structure the deck

   • Cover slide: Project code name, "Confidential — Board of Directors," date, bank/advisor logo
   • Executive summary: 1–2 slides with situation overview, recommendation, and key decision points
   • Strategic context: Market landscape, competitive positioning, rationale for exploring alternatives
   • Financial overview: Historical performance (3–5 years), projections, key KPIs (revenue growth, EBITDA margin, leverage)
   • Valuation analysis: Summary of DCF, comparable companies, precedent transactions — present as football field or waterfall chart
   • Transaction overview (if applicable): Structure, pricing, key terms, synergies, pro forma impact
   • Strategic alternatives comparison: Matrix or side-by-side of options with financial and strategic scoring
   • Risk factors: Execution risk, regulatory/antitrust, financing contingencies, market timing
   • Recommended next steps: Timeline, required approvals, open items
   • Appendix: Detailed financial models, backup schedules, sensitivity tables, disclaimers

3. Draft content slide by slide

   • Use concise bullet points — directors scan, not read; aim for 5–7 bullets per slide maximum
   • Present all dollar figures consistently (millions vs. billions, rounded) with clear period labels
   • Label every chart and table with source and date; mark projections as "Management Estimates" or "Consensus"
   • Flag any figures not yet confirmed with [VERIFY]
   • Use neutral, balanced language when presenting alternatives — avoid advocacy before the recommendation slide

4. Build the recommendation section

   • State the recommended course of action clearly and the specific board resolution language needed
   • Summarize the basis for the recommendation (valuation support, strategic fit, shareholder value creation)
   • Address likely director questions: "Why now?", "Why this counterparty?", "What if we wait?"
   • If a fairness opinion is involved, include a summary of the opinion basis and key assumptions

5. Review and finalize

   • Cross-check all financial figures against source models — verify totals, percentages, and period labels
   • Ensure consistent formatting: fonts, colors, decimal places, chart styles across all slides
   • Confirm all pages carry the confidentiality legend and project code name
   • Verify the deck tells a coherent narrative from executive summary through recommendation

Output

A board presentation package containing:

• Slide deck (typically 20–40 slides) with executive summary, strategic context, financials, valuation, transaction details, alternatives analysis, risk factors, and recommendation
• Appendix with detailed backup: sensitivity analyses, full comparable/precedent tables, pro forma financial statements
• Board resolution language (draft) if a specific approval is being sought
• All pages marked confidential with appropriate project code name and distribution restrictions

Quality Checks

• Every financial figure ties to the source model or filing — no orphaned numbers
• Valuation ranges are internally consistent (DCF, comps, and precedents don't contradict without explanation)
• Projections are clearly labeled with source (management case, street consensus, bank case)
• Recommendation is supported by the analysis presented — no logical gaps
• Confidentiality markings appear on every page; project code name used throughout (no real names if code-named)
• Formatting is uniform: consistent fonts, number formatting, chart color scheme, slide layout
• [VERIFY] tags remain on any data points not confirmed against primary sources
• Deck reads as a standalone document — a director who missed the pre-read can follow the narrative
• No stale data from prior versions left in slides or appendix
• Regulatory and antitrust risk factors reflect current [VERIFY] jurisdiction-specific filing thresholds and timelines