4.9 Sample Report to the Board

In preparing a report to the Board, you want to make it as easy as possible for the Directors to quickly understand the context so the contents of the report make sense.

 

First, let them know if the report is for information or whether they are making a decision based on the report: "I" items are for information; "D" items for decision.

Next, divide the report into 3 sections: Background, Discussion and Recommendation.

Background section: Explain the context for the report – why are they getting it, what is at stake, and if the report is a follow-up to a previous report, then refer to the date, title, and decisions of the previous report. This helps Directors "connect the dots" so they can understand the situation and arrive at a decision more quickly.

Discussion section: Briefly provide the facts and management’s consideration. If a decision is needed, explain the rationale for the decision that management is requesting of the Board.

Recommendation section: This section only includes the Recommendations for the Board to adopt. The first recommendation is always to receive the report for information.

Here is a sample report requesting the Board to approve management’s recommendation to enter into a new lease.

TO:             Board of Directors of ABC Company

From:         Charles Spittle, CFO

Re:             DECISION ITEM D – 3: REAL ESTATE FOR 2012 – 16

Date:         August 12, 2011


Background:

The lease on our current premises expires on December 31, 2011. The Company needs to find a new home. Fortunately, the vacancy rate in the Richmond area exceeds 20% and affords the company several good opportunities. Leases typically run for five years.

Discussion:

We engaged Norm Sandhurst of ACE Commercial Realty Advisors (dummy name) to assist and advise us on the search, analysis and choice among various spaces.

A dozen or more spaces were initially visited from which a short-list of four was selected and subsequently narrowed to two. There were several considerations in the selection:

1.

Cost. Basic rent, operating costs, free rent, required leasehold improvements, landlord’s work, tenant improvement allowance, furniture acquisition, etc. all informed the total cost of the space over a five year period.

2.

Flexibility. Given the impossibility of predicting the company’s growth over five years, the ability to add additional space in the same building or close by, or conversely, to sublet unneeded space, was paramount.

3.

Amenities, look-and feel. Clevest’s assets are its people. A pleasant work environment is important to attract, motivate and retain the best people.

4.

Cost of moving. All else being equal, it is easier to stay in the current space than execute another move.

The two final choices among the dozens considered were:

 

1.

Site 1, a new space.

2.

Site 2, out current space.

Appendix A to this report (not attached) summarizes the financial and qualitative factors for the two final choices. We considered the following:

1.

Both places are about the same size.

2.

Both places are in executive parks with potential expansion to adjacent buildings, but Site 2 has a decided edge. Note the site plans for both buildings attached to this report.

3.

Rent at Site 2 is significantly more in the latter years of the term, but this additional cost is more than offset by free rent in 2012-13, cheaper furniture costs, lower improvement costs and not incurring the expense and downtime of a move. On a net present value basis, the spaces are virtually equal.

4.

There is more free parking at Site 2.

5.

Site 2 has a better feel to it: higher ceilings, and less crowded.

In weighing these factors, we considered that there was no real incentive to move to poorer quality space with less parking. Therefore, we are requesting the Board to approve our choice to stay at Site 2.

Recommendations:

1.

That the Board of Directors receives this report for information.

2.

That the Board of Directors approves management to negotiate a five year lease for the premises at Site 2 substantially on the parameters indicated in Appendix A to this report.