If everyone in the boardroom has technically been “told” about a looming disaster, but no one has actually understood it, does the board of directors still exist in any functional sense, or has it merely become a legal shock absorber?

I’ve been thinking about this since 5:14 this morning. I was woken up by a wrong number-a man’s voice, thick with sleep and urgency, asking if I was “Suresh” and if the “cargo was cleared.” When I told him he had the wrong person, he didn’t apologize; he just paused and then started reading a serial number to me anyway, as if the sheer act of verbalizing the data would make me the right recipient.

He needed to have told someone. It didn’t matter if that someone was an insurance fraud investigator in a different time zone who didn’t know him from a hole in the wall. He just needed the box checked.

That is exactly how a 312-page board pack works.

The Shield of Completeness

Take Colombo in March. It is the kind of heat that feels like a physical weight, the kind that makes the air inside an office building feel recycled and thin. Nirmala, an assistant company secretary for a massive, listed manufacturer, is sitting at her desk at 7:40pm on a Wednesday. She is the one responsible for the “pack.” In her world, the pack is not a document; it is a shield.

The finance team just dropped a 90-page appendix on her desk. It’s a disclosure for a related-party transaction involving a subsidiary in the north. “It has to go in for completeness,” they told her. Nirmala knows that if she tries to summarize it, she risks missing a nuance that could lead to a regulatory inquiry later. If she leaves it out, she’s negligent. So, she adds it as Annexure 14-B.

The one paragraph that actually matters-the part explaining why the interest rate on this transaction shifted by 3% since the last quarter-is buried on page 214. It is surrounded by boilerplate text about “arm’s length basis” and “market benchmarks.”

Nirmala hits ‘send’ on the board portal at 9:06pm. The meeting is at 9:00am the next morning. When the Chairman opens the session with a brisk, “I assume everyone has read the papers,” and the directors offer that familiar, collective nod of silent complicity, the trap is sprung.

They haven’t read it. They’ve scrolled it. They’ve looked for the red numbers, seen none, and assumed the “Suresh” on the other end of the line-the management team-has everything under control.

For a long time, I was wrong about what a company secretary actually did. I used to think the “Secretariat” was just a glorified filing cabinet, a group of people who made sure the tea was hot and the minutes were typed. I thought their goal was efficiency. I was wrong. In the high-stakes world of corporate governance, efficiency is often the first casualty of self-preservation.

Volume is the New Silence

There is a massive legal difference between those two things. If I tell you a storm is coming in a whisper while you’re standing next to a jet engine, I have “informed” you. If you get wet, that’s your problem. This is why board packs are bloated by design.

If you want to hide a specific, awkward truth, you don’t delete it-that looks like a cover-up. Instead, you surround it with 400 pages of “context.” You drown the signal in noise.

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“They know that the human brain, even a highly trained one, has a saturation point. After page 100, the eyes begin to glaze. After page 200, the reader starts looking for reasons to trust the author just so they can stop reading.”

– Eva K.L., Insurance Fraud Investigator

My friend Eva K.L. calls this the “blizzard technique.” When a company is trying to hide a pattern of small, suspicious payouts, they don’t give the investigators a clean spreadsheet. They give them 15 boxes of physical receipts, unorganized and interspersed with lunch vouchers and office supply invoices.

In the boardroom, this manifests as a defensive asset. If a director ever tries to claim they weren’t aware of a risk, the General Counsel can point to page 214 of the March pack. “It was disclosed, Director. You signed off on it.”

The volume protects the management from charges of withholding information, and it protects the directors by providing a paper trail of “due diligence.”

But what does this do to the business? It turns the board into a reactive body that is legally informed but practically blind. When disclosure is measured by the pound, the board loses its ability to engage in “actual argument.” You cannot have a meaningful debate about a related-party transaction if you only found out about the 3% rate hike while sitting in the parking lot ten minutes before the meeting started.

The Architect’s Dilemma

This is where the rubber meets the road for firms like

D. L. & F. De Saram.

When you are managing the secretarial functions for over 500 domestic companies, including many on the Colombo Stock Exchange, you are the architect of these packs.

You see the tension between the “need to know” and the “need to be safe.” There is a constant, quiet battle between the desire to produce a lean, twelve-page brief that forces a real conversation and the legal instinct to add just one more annexure “just in case.”

The irony is that the “just in case” annexure is exactly what kills the conversation. We have built a governance system that rewards the existence of information over the utility of it. It’s a form of ritualism. We go through the motions of the quarterly pack because the law demands it, not because we think it will lead to a better strategy.

I remember a specific case where a manufacturing firm’s board missed a 14% drop in liquidity over two quarters. It wasn’t because the numbers weren’t there. They were in the cash flow statement.

But that statement was part of a “Financial Overview” that was 60 pages long, and it was preceded by a 40-page “Market Analysis” that was mostly comprised of color-coded maps of the region.

The directors spent forty minutes talking about the maps-because they understood maps-and zero minutes talking about the liquidity-because by the time they got to that page in their preparation, they were mentally exhausted.

The Courage to be Brief

We have reached a point where the board pack is no longer a tool for navigation; it is a black box flight recorder intended for use only after the crash. So, how do we fix a system that is incentivized to be bloated?

It starts with acknowledging the fear. Management is afraid that if they don’t disclose everything, they’ll be fired. Directors are afraid that if they ask for less, they’ll be seen as not doing their jobs.

Real governance requires the courage to be brief. It requires a company secretary who can say to the CFO, “This 90-page appendix is useless. Give me three bullet points that explain why this transaction is different from the last one, or don’t put it in at all.” It requires a Chairman who is willing to say, “I haven’t read the papers because they were sent at 9:00pm, so we are postponing this vote until tomorrow.”

But that almost never happens. Instead, we keep sending the 9:06pm emails. We keep adding the annexures. We keep assuming that as long as the data exists somewhere in the cloud, we are safe.

I think back to my 5:00am wrong-number caller. He was so desperate to offload his information that he didn’t care if I was the right person to hear it. He just wanted to be able to say, “I called.” He wanted his alibi.

If your board pack is 300 pages long, you don’t have a governance strategy. You have an alibi. You are building a paper wall to hide behind when the regulators eventually come knocking.

And the tragedy is that the wall is so high that you can’t see the horizon anymore. You can’t see the competitors moving into your space, or the shift in consumer sentiment, or the slow rot in your own culture, because you’re too busy scrolling to page 214 to make sure you aren’t personally liable for a 3% interest rate hike.

In the end, the most valuable thing a legal partner or a corporate advisor can give a board isn’t more information. It’s the clarity to know what to ignore. It’s the institutional wisdom, built over 125 years and across four generations, to recognize that a board’s time is a finite resource.

If you waste that resource on 300 pages of “completeness,” you have nothing left for the actual business of leading.

Is the Cargo Cleared?

The next time you’re looking at a board pack that feels more like a phone book than a briefing, ask yourself: Is this document trying to tell me something, or is it just trying to prove that it told me?

If it’s the latter, put it down. The cargo isn’t cleared, Suresh isn’t coming, and the blizzard is only getting thicker.