Framing the Decision

The single most common failure in board writing is framing the memo around what management did instead of what the board needs to decide. A memo that reads as a progress report — here is what we accomplished, here is what we are working on — leaves the board without a clear decision point. Boards govern. Governance requires decisions. The memo's job is to structure the information so the decision is clean.

1. Identify the decision Before writing a single word, answer this question in one sentence: what decision does the board need to make, or what information do they need to have, as a result of reading this document? If you cannot answer in one sentence, you do not yet know what the memo is for. The memo cannot be clearer than your understanding of its purpose.
2. Frame in terms of consequence Boards govern through oversight and approval. Every memo should be framed in terms of what happens if the board approves, what happens if they do not, and what the risk profile looks like either way. "We are requesting approval of X because without it, Y" is a decision frame. "We have been working on X and wanted to update you" is a report frame. Reports belong in the consent agenda. Decisions belong in the substantive discussion.
3. State the ask explicitly End every board memo with an explicit statement of what the board is being asked to do. Not "we welcome the board's input" — that is management hedging. A specific ask: "The board is requested to approve the proposed acquisition at the terms outlined in Exhibit A." One sentence. Unambiguous. Every board member should leave the room knowing whether they said yes or no.