How should boards structure their role in strategic planning?

For most of the past decade, the conversation about boards and strategy centred on access: did the board have enough time, enough information, and enough management attention to engage meaningfully?

The access question has been largely answered. The UK Corporate Governance Code (revised 2024) now explicitly requires FTSE 350 boards to satisfy themselves that the frameworks for oversight, monitoring, and long-term strategic direction are sound, not simply present. The EY Center for Board Matters has documented a parallel shift in agenda design: strategic and forward-looking items have grown as a share of total meeting time, year on year, across the boards it surveys.

The harder problem is contribution quality, and that is where most boards still fall short. Having time on the agenda for strategy is not the same as using that time to test assumptions, pressure-test capital allocation, or make the gating decisions that only the board can make. The structure of the meeting often works against the board's own strategic intent.

In this article, we:

• Review how the boards' role in strategic planning is evolving
• Share ways that many boards are getting this wrong
• Set out five structural changes that turn strategic intent into genuine strategic contribution.

The short answer to the question that drives this article: the board's role in strategic planning is to set the mandate, test the assumptions, and make the gating decisions. Strategy itself is management's work.

Understanding strategic planning

The board's strategic role divides into three distinct functions: mandate, oversight, and decision. Understanding where each begins and ends is the foundation for structuring the board's contribution without encroaching on management's. 

Mandate covers the strategic direction the board sets and owns: purpose, risk appetite, capital allocation principles, and the parameters within which management builds the plan. This is not a one-off exercise. It requires revisiting when market conditions change, when the capital structure shifts, or when execution reveals that the original premises were wrong. 

Oversight covers the board's responsibility to test management's assumptions, monitor execution against the agreed strategy, and surface the risks that sit on the forward horizon but may not yet be visible to an executive team focused on near-term delivery. This is where most boards underperform relative to what is now expected of them. According to the 2024 Spencer Stuart UK Board Index, strategy and long-term direction accounts for an average of 24% of board meeting time across FTSE 350 companies. The time is there. The structure for using it effectively often is not. 

Decision covers the gating moments where the board is the only body that can act: major acquisitions and divestments, significant capital raises, strategic partnerships with material risk exposure, CEO succession, and the matters formally reserved for board approval. These are non-delegable. The value of a well-run board is most visible at exactly these moments, and the quality of the decision-making depends on the work done in the mandate and oversight phases. 

A 2026 FT Longitude survey of 1,000 dealmakers, commissioned by Datasite, found that 71% believe firms that ignore AI today will not be able to compete within five years. That finding is calibrated to dealmaking, but it speaks to a broader shift: the bar for decision quality is rising across the strategic agenda, and the boards that rely on informal practice rather than deliberate structure will feel the gap. 

The board's role in strategic planning is to set the mandate, test the assumptions, and make the gating decisions. Strategy itself is management's work. 

Why do so many boards struggle to contribute effectively to planning?

The reasons are structural, not attitudinal. Most boards that struggle with strategic contribution are made up of experienced, capable people who want to contribute well. The difficulty is that the meeting design works against them. 

First, strategic items are typically placed at the end of an agenda that has already been consumed by operational reporting. By the time the strategic topic opens, energy is lower, time has compressed, and the conversation is shaped by whatever management has just presented rather than by the questions the board came to answer. The PwC Annual Corporate Directors Survey (2024) found that 48% of directors believe their board's strategic planning process needs improvement, with the most commonly cited gap being insufficient time for genuine debate as distinct from information delivery. 

Second, the format of the meeting rewards informed listening over informed challenge. Papers arrive late, vary in depth and structure, and the first voice in the room after a management presentation is usually a management voice. The result is a discussion that refines rather than interrogates. The Russell Reynolds Global Leadership Monitor has identified executive anchoring as one of the most persistent structural barriers to effective board challenge: when the CEO or CFO frames the strategic question, the board's discussion often starts from that frame rather than from an independent one. 

Third, the language boards use about strategy rarely matches the structure they apply to it. An agenda item called 'strategy update' or 'strategic review' invites a presentation. An agenda item framed as a question ('Should we proceed with the proposed Nordics expansion, given the revised market-entry assumptions?') forces the board to own a decision. These are not stylistic alternatives; they produce different conversations. 

Fourth, boards are being asked to contribute more at exactly the point when their own tools for doing so have changed least. A 2026 FT Longitude / Datasite survey found that 27% of dealmakers are still not using AI for board reporting and governance, even as AI has become standard at the earlier stages of complex processes. The structural gap is compounded by a tooling gap: boards are working with the same mechanics they used a decade ago while the volume and complexity of the material they receive has increased. 

The 20-minute strategy slot 

Many boards still allocate less than 20% of meeting time to forward-looking strategic discussion, despite formally expecting strategic contribution. The structural fix is not better intent or stronger exhortation. It is a redesigned agenda that protects the strategic slot before the operational items fill the room. 

Five ways to structure the board's contribution to strategic planning 

Below are five ways that boards can better contribute to strategic planning for their organisation:

1. Set a clear mandate for strategic oversight 

The board's strategic remit should be defined in writing, not assumed from convention. 

A written mandate for strategic oversight typically covers three things: which decisions are formally reserved for the board (and at what threshold), what evidence standard the board requires to make those decisions, and how strategic topics enter the agenda in the first place. The UK Corporate Governance Code is explicit on matters reserved: certain decisions cannot be delegated, and their exercise should be documented as such. Where the schedule of matters reserved is absent or out of date, the board cannot be confident that it is exercising its strategic role rather than accidentally approving management's. 

In practice, the weakest point in most mandates is the agenda intake process. Strategic topics tend to arrive through management at management's discretion, which means the board's strategic agenda is shaped by the issues management has chosen to surface. A more effective design gives functional leads and other contributors a structured channel to propose strategic items in advance of the agenda being set. This allows the Chair and Company Secretary to prioritise what the board needs to own, rather than what management has chosen to present. 

The mandate should also include how strategic information is classified and circulated. Documents carrying sensitive strategic content (revised forecasts, acquisition rationale, capital allocation scenarios) require role-based access controls: the right people see the right material, and every access event is recorded. An immutable audit log is not a compliance formality; it is what makes the board's governance of sensitive material demonstrable after the fact. 

2. Build strategic topics into the meeting calendar 

Strategy cannot be the last item at every meeting. It has to be engineered into the annual calendar as a protected slot. 

The working pattern that leading boards now use typically combines three elements: a standing strategic-update slot at every meeting, structured as a decision question rather than a management report; a quarterly deep-dive on a single strategic theme, with pre-reading circulated two weeks in advance; and an annual two-day off-site at which the full strategic direction is reviewed against the board's mandate. EY's Center for Board Matters has documented the shift towards this model, noting that boards which integrate strategy into the regular meeting rhythm rather than treating it as an occasional event report stronger director engagement with strategic topics and shorter deliberation times on major decisions. 

The operational failure mode is predictable: operational reporting runs long, the strategic slot is deferred, and the board exits the meeting having spent 90 minutes on the past and 10 minutes on the future. Preventing this requires the strategic slot to be locked into the agenda before operational items are scheduled, not after. A Company Secretary working with the Chair to build the agenda in advance, using a tool that preserves the strategic slot's position and purpose, is better placed to protect the time than one who assembles the agenda in the week before the meeting. 

3. Create conditions for genuine debate 

Better strategic discussion is not produced by encouraging directors to speak up. It is produced by changing the conditions in which discussion takes place. 

Three structural devices make a consistent difference. The first is agenda framing: as noted above, replacing topic labels with decision questions reorients the conversation from information-sharing to decision-making before anyone has spoken. The second is paper timing: the ICSA guidance on board effectiveness recommends that papers be circulated at least seven calendar days before the meeting, with the expectation that directors arrive having read and annotated them. Seven days is the working minimum; leading boards targeting complex strategic decisions often circulate pre-reads two weeks ahead. The third is discussion sequencing: ICSA and Heidrick and Struggles research on board dynamics both recommend that non-executive directors respond before executives in strategic discussions, to reduce the anchoring effect of management's initial framing. 

Circulating papers seven days in advance is also a security question, not just a logistical one. Strategy papers moving between directors, advisers, and management carry material non-public information. They should travel through a controlled platform, not by email attachment: watermarked, access-logged, and retained under a data residency framework that sits outside the reach of foreign surveillance legislation. 

Genuine strategic debate is a structural outcome. Change the agenda framing, the paper timing, and the discussion sequence, and the quality of challenge follows. 

4. Use committees to deepen strategic analysis 

Strategic discussion in the full board meeting works only if the committee work has already done the analytical heavy lifting. 

The conventional view of audit, risk, nominations, and remuneration committees treats them as compliance bodies: they handle specialist topics so the full board does not have to. A more useful framing treats each committee as a strategic pre-processing function. The audit committee's analysis of financial risk, the risk committee's assessment of strategic exposures, the nominations committee's view of the skills the board needs to execute the current strategy: all of these feed directly into the quality of strategic discussion at the main meeting, provided the link is explicit and the material flows through correctly. 

Some boards with active transformation programmes or significant M&A pipelines now constitute a separate strategy committee, with a formal remit to review strategic options and report to the full board at agreed intervals. Deloitte's Global Boardroom Programme has tracked the growth of this model in regulated industries, noting that it tends to reduce the time the full board spends on background and increase the time spent on decisions. The conditions under which it works best are: a committee with clearly defined scope (so it does not duplicate management's work), a direct reporting line to the full board (not to the executive team), and a paper flow that preserves the permissions of the original committee materials when they move into the main meeting pack. 

That last point matters operationally. Committee documents prepared under restricted access conditions should not arrive in the main meeting pack with their access controls stripped. 

5. Align with management without duplicating their work 

The most common failure modes at the board-management interface are at opposite ends of the same spectrum: rubber-stamping at one end, shadow-managing at the other. 

Rubber-stamping happens when the board approves management's strategy without subjecting it to genuine independent analysis. This is the governance failure that investor relations teams and proxy advisers are most focused on, and it is the failure that the OECD Principles of Corporate Governance are most explicitly designed to prevent. The board approves the direction, but the rigour with which the underlying assumptions were tested is not evident from the record. 

Shadow-managing happens when the board becomes so involved in the development of the strategy that it can no longer function as an independent body overseeing it. The Chair who drives the strategic plan, the NED who becomes a de facto member of the executive team on a given initiative: these are not stronger governance, they are the absence of it. 

The structural fix recommended by both the OECD and the UK Corporate Governance Code is a clear separation between the board's review of management's plan against the agreed mandate, and the board's identification of the strategic questions it will hold management accountable for over the coming 12 months. The first is an oversight function; the second is a forward-looking governance commitment. Both require the board to have defined its mandate clearly (H3 1 above) and to have a mechanism for recording the decisions and accountabilities that emerge from strategic discussion. 

How Sherpany supports boards in strategic planning 

Sherpany is a Swiss-headquartered meeting management platform used by more than 450 boards and 20,000 directors and executives each week, with a 98% annual renewal rate. Its customer base is concentrated in regulated and capital-intensive industries: banking, insurance, financial services, pharma, manufacturing, energy, aviation, and transport and logistics. 

Our solution is built around three phases, each of which maps to a structural discipline described in this piece:

1. Prepare

Topic Hub gives functional leads and board members a structured channel to propose strategic topics before the agenda is set, so the Chair and Company Secretary can shape the meeting around what the board needs to decide rather than what arrives last. Agenda Builder structures each item as a decision question, and the Document Management and Library carries committee analysis into the main meeting pack with permissions intact. Sherpany's AI-assisted Document and Agenda Copilots reduce the preparation burden on directors and Company Secretaries working against time pressure. 

2. Meet

The Meeting Preparedness Indicator signals to the Chair, before the strategic item opens, whether key directors have engaged with the pre-read. This allows the agenda to be adjusted in real time if the room is not ready to deliberate. Presenter Mode keeps the in-room session focused on the decision at hand, protecting speaker notes and confidential annexes from accidental disclosure. 

3. Execute

Tasks and Decisions captures each strategic conclusion against a named owner and a deadline, then carries it forward as a standing item in the next cycle. Strategic commitments do not disappear into the minutes and resurface six months later in a different form; they are tracked, owned, and reviewed. 

The platform's security infrastructure is the baseline its regulated-industry customers require: ISO 27001 certification since 2018, SOC 2 Type II since 2021, FINMA 2018/3 alignment, EU DORA readiness, GDPR compliance, and alignment with the Swiss revised Federal Act on Data Protection (revFADP). Data is encrypted with AES-256 at rest and TLS 1.3 in transit, with per-tenant keys and role-based permissions throughout. 

Moving from agenda item to decision record 

Strategic conclusions only compound if they survive the meeting. Sherpany's Tasks and Decisions module captures each strategic decision against a named owner and deadline, then carries it forward automatically into the next agenda cycle. Boards stop relitigating the same questions because the record is always current and always in the room. 

Ready to improve how your board makes strategic decisions?  

Better strategic contribution from boards is a structural problem. Boards that struggle to engage substantively with strategy are not, in most cases, made up of directors who are unwilling or uninformed. They are operating in meeting designs that do not make genuine strategic challenge possible: agendas that protect operational reporting over forward-looking decisions, papers that arrive too late to prepare, discussions that default to management's framing. 

The five structures described here (a written strategic mandate, a protected annual calendar, conditions for genuine debate, committee-level analysis, and a clear management interface) address the structural causes. None of them requires a change in board composition or a cultural intervention. They require a Chair and Company Secretary who are willing to redesign the mechanics. 

One action worth taking this quarter: review the current schedule of matters reserved and check whether it explicitly covers the strategic decisions the board expects to own over the next 12 months. If it does not, that is the first structural gap to close. 

For a more detailed treatment of how boards can navigate the full mid-year decision cycle, including strategic evaluation, board composition, and M&A oversight, Sherpany's Board's Guide to Strategic Mid-Year Decision-Making is available to download now. It includes a practical 15-point readiness checklist for Chairs and Company Secretaries. 

By 2030, the biggest expected benefit of AI in board reporting and governance is higher-quality decision-making, cited by 23% of the 1,000 dealmakers surveyed in the 2026 FT Longitude / Datasite research. The boards that are already designing for better strategic contribution are the ones positioned to build on that as AI-supported decision-making becomes standard. 

If you're ready to enhance the way your board contributes to planning, book a free consultation today and find out how Sherpany can help.