Introduction:

I often see management teams struggle with the question: What exactly should we include in proposals to the board? What does the board really want to know? Why does it sometimes feel like nailing down the board's interest is a moving target? And how much information is too much? They know that the goal is to make a compelling case that stands on more than just gut feel, yet knowing where to draw the line is sometimes tough, and the process unforgiving.

On the flip side, as a director, your role is to provide oversight and guide the organization’s strategy. That means being decisive, thoughtful, and focused on the big picture. When management presents a proposal, you’re not looking for a "Where's Wally?" adventure. You want the meat of the matter, served up clearly and concisely. A submission that tells a compelling story, outlines key pros and cons, and addresses the relevant risks. Ideally, you’re guided along a thoughtful path that lets you evaluate everything with clarity, without the guesswork.

Most business disciplines are backed by frameworks. As a director, you should have a structured framework too—one that doesn’t just streamline the decision-making process but also ensures you stay focused on the critical drivers that lead to well-informed outcomes. You want to ask the right questions, challenge the right points, and focus on what really matters.

That’s why I developed the FRAMES framework. I see it as a useful tool for management and boards alike. It's based on my experience in both the boardroom and the C-suite, and is designed to do the heavy lifting for you. Use of this framework is not about boxing you into rigid, programmatic thinking, and it’s certainly no substitute for curiosity or spontaneous debate. Instead, it’s a guide—a way to frame your thinking so that you’re asking the right questions and focusing on the core considerations that drive most strategic decisions. And these considerations are equally relevant to the presenter and the approver.

Each of the six factors in the FRAMES framework is supported by proven methods that will help you to navigate and evaluate proposals with confidence and clarity.

The FRAMES framework presented here provides insight on how you can simplify your deliberations by relying on tested and proven frameworks to guide your decision-making.

1. Financial Implications [F]

At its core, a director’s role involves financial stewardship. You need to scrutinize the financial projections of the proposal: Does it provide a sustainable return on investment? How does it affect cash flow, debt, or future financial flexibility? Directors must dig into the assumptions underpinning these figures and assess their realism.

2. Risk Assessment and Mitigation [R]

Every proposal comes with risks. Directors should evaluate the potential downsides of any initiative, from financial risks to reputational or operational challenges. Asking “What could go wrong?” isn’t about negativity—it’s about ensuring a balanced, well-informed decision.

3. Alignment with Strategic Objectives [A]

The key thing to keep in mind when considering a proposal that's on the table: Does this align with our strategic goals? It’s really easy to get caught up in the details or short-term benefits, but the primary focus should be whether the initiative moves the organization closer to its long-term objectives.

4. Managing Feasibility [M]

Sometimes, a proposal looks great on paper but is impossible or impractical to implement. Directors should focus on operational feasibility: Does management have the capacity, resources, and expertise to execute this proposal? Are there hidden obstacles that haven’t been addressed?

5. Effect on Stakeholders [E]

Every decision a board makes will affect various stakeholders—employees, customers, shareholders, and the broader community. Directors must think critically about the broader implications of any proposal: How will it impact these groups? Will it enhance shareholder value without compromising employee well-being or customer satisfaction?

6. Sustainability [S]

Finally, directors should always have one eye on the future. A proposal may deliver short-term results, but the real question is whether it contributes to the long-term sustainability and resilience of the organization. Does the proposal promote growth that can be sustained over time, or is it a one-off initiative with limited future potential?

In Conclusion:

So there you have it ... a simple FRAMES framework that can guide your thinking as you make those important board decisions. The elements are not intended to be sequential; just make sure that you give due consideration to each.

When you consider the sheer complexity of many boardroom decisions, "winging it" does not work. It does a disservice to the work of the board and the efforts of management. Frameworks on the other hand become indispensable tools for ensuring a thorough, disciplined, and transparent evaluation.

Final Thoughts: At the end of the day, the board’s role isn’t just to say yes or no to management’s proposals. It’s to ensure that decisions are made with a long-term vision in mind, rooted in strategy, risk awareness, and financial and operational reality. The FRAMES framework allows directors to be more rigorous in their analysis, more aligned with organizational goals, and more effective at driving the organization forward. It also serves management well as they prepare to justify their proposals before the board using a language that both parties have agreed and understand.

Drop me a note and share your perspective on this. I would love to hear if you think this framework can be helpful for you.

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