Sound-Up Governance

Each week, we will release two illustrated definitions of corporate governance jargon in order of increasing complexity. In this instalment we have the definition of "pre-reads". Check the episode thumbnail for an illustration by Nate Schmold.

Originally published April 3, 2023

What is Sound-Up Governance?

The real impact of corporate governance isn't about compliance or structure or policies, it's about the conditions that impact decision-making. Sound-Up Governance features fresh perspectives to help boards and executives to be a bit better tomorrow than they were yesterday.

One way that CEOs and senior executives address information asymmetry with the board is by preparing material for the board to read in advance of board meetings. Ground-Up Governance will refer to that reading material as “pre-reads” although some corporations refer to it as the “board package” or “packet” or some other totally fine expression. Pre-reads are usually mostly or entirely focused on explaining to the board what has happened since the last board meeting. How much money has Reallie Steilish made and spent? How many hats has it sold? What have we learned about the viability of a FINNEAS-themed spin-off called “Let’s Fall in Love Fedora the Night”? Or a pirate-themed line of tricornes (her full name is Billie Eilish Pirate Baird O’Connell, in case you didn’t know…)? How has our market share changed since the Chapeaucean Eyes acquisition?

That way, the board arrives at a board meeting with a bunch of up-to-date knowledge about how the corporation is doing without having to eat, sleep, and breathe Reallie Steilish the way executives do.

A common thing that happens as a corporation gets bigger and more complicated is that the pre-reads also get bigger and more complicated. It may not surprise you that Ground-Up Governance does not believe that reading material needs to be long and complex in order to convey useful information. Finding the balance of too much vs. not enough and too technical vs. too simple is pretty hard. Really good boards take time to give helpful feedback to executives about improving pre-reads.