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Getting board approval: a checklist

Boards approve clear, capped and reversible proposals. This checklist covers the decision paper, the questions directors ask and how to run the meeting.

Most Bitcoin treasury proposals fail in the boardroom for the same reason: they ask directors to form a view on a new asset in one meeting, with nothing in writing they can test. This guide gives you a structure that makes a yes possible.

Who this is for

CEOs, CFOs and company secretaries preparing to take a Bitcoin treasury proposal to the board or investment committee.

Step 1: Educate before you propose

Do not let the board paper be the first time directors hear about this. Offer a short education session first, open to questions, with no decision requested. Directors who have had basic questions answered in private argue less in public.

Step 2: Write the decision paper

Keep it to three or four pages. Include:

  1. The decision requested, stated in one sentence. For example: “Approve a pilot allocation of up to X percent of excess reserves under the attached policy.”
  2. The problem it addresses, with your own numbers: what inflation has done to your reserves and what that means for payroll and suppliers.
  3. The proposal, with the cap, the buying method, the custody structure and the owners.
  4. The risks, each with a mitigation: price volatility, custody failure, regulatory change, accounting and tax, reputation.
  5. The exit rule, stating what would cause the company to stop or sell.
  6. The legal and accounting position, confirmed by your advisers, with their names.
  7. The review date, when the board will see results and decide whether to continue.

Step 3: Prepare for the questions

Likely question Where to find the answer
How much could we lose? Stress test in the policy
What if the custodian or a key-holder fails? Custody section
Is this allowed for a company like ours? Lawyer’s confirmation
How will the auditors treat it? Accounting memo
What will shareholders and the press think? Communications note
Why now? Your own reserve analysis

Step 4: Run the meeting

  • Circulate the paper at least a week ahead.
  • Ask the board to approve a pilot, not a position.
  • Invite your adviser to take the technical questions.
  • Record dissenting views and the answers given.
  • End with named owners and a date to come back.

Common mistakes

  • Opening with a price forecast.
  • Asking for a large allocation in the first meeting.
  • Letting a single enthusiast carry the argument.
  • Skipping the legal confirmation.

Checklist

  • Education session held
  • Decision paper under four pages
  • Policy attached
  • Legal and accounting confirmations attached
  • Exit rule and review date stated
  • Pilot, not full position, requested

This guide is educational. Legal, tax and accounting conclusions stay with your own qualified advisers.