Public tool
Director process-record self-check
12 Yes / No / Not sure questions about whether your board can produce a contemporaneous process record. Output is a checklist of record gaps — never a score, grade, or risk rating.
Related: Fiduciary hub · Decision-record health check (separate tool — that one uses self-assessed Strong / Mixed / At risk labels; this one never scores).
Educational only — not legal advice. Fiduciary duties and process standards vary by entity type, charter, bylaws, and jurisdiction. Consult qualified counsel for your board. Using Prepared Board does not ensure business judgment protection, does not prevent liability, and is not a substitute for legal advice, D&O coverage advice, or a fairness opinion.
Question 1 of 12
Could you show what materials you reviewed before your last major board vote?
Pack, memo, or data room with a publish or distribute date — not only what someone remembers.
Question 2 of 12
Does your last material decision have a written resolution or rationale on a decision record (not only in email)?
A structured decision object with motion / resolution text you can retrieve later.
Question 3 of 12
When a director had a conflict on a material matter, was the recusal recorded on that decision?
Who left the room / did not vote, and why — stored on the decision, not only mentioned aloud.
Question 5 of 12
Do material closed decisions link supporting evidence (term sheet, filing book/page, consent) on the decision?
Evidence attached or receipted at close — not only in someone’s inbox.
Question 6 of 12
Does the board have a recurring place to see mission-critical risks (compliance, safety, cyber, food safety, etc.) — not only after a crisis?
Risk register, cyber notices, committee charters, or calendared oversight items.
Question 7 of 12
Can you show which directors acknowledged current ethics / COI / key policies this year?
In-app or signed acknowledgments with dates — not only that a PDF was emailed once.
Question 8 of 12
Is attendance recorded for past meetings (present / remote / absent) so you are not guessing later?
Per-meeting attendance taken in the board system — unmarked meetings should not count as absences.
Question 9 of 12
Are minutes for the last meeting approved (or clearly still in draft with an owner) within a sensible window?
Approved status on the meeting — not an undated Word file in email.
Question 10 of 12
Does the board know where its D&O binder status and indemnification / advancement decisions are recorded?
Board-declared binder review status and a register of indemnification/advancement votes — not coverage advice.
Question 11 of 12
Could the chair produce a one-page board-proof or full-record export for an investor, auditor, or AG/diligence ask this week?
A current board-proof / diligence snapshot / export ZIP — without rebuilding from scratch.
Question 12 of 12
If you are a nonprofit (or file Form 990), is board review of the Form 990 / annual filing window recorded — or, for any board, is governance work on a calendar?
Board-declared Form 990 review status, or a governance calendar of recorded obligations.
Record gaps
This checklist lists process-record gaps from your No / Not sure answers. It is not a score, not a grade, and not a risk rating. Answers stay in this browser session only — nothing is stored unless you start a board.
Answer the questions above to see any record gaps.
Educational only — not legal advice. Details
Fiduciary duties and process standards vary by entity type, charter, bylaws, and jurisdiction. Consult qualified counsel for your board. Using Prepared Board does not ensure business judgment protection, does not prevent liability, and is not a substitute for legal advice, D&O coverage advice, or a fairness opinion.
Path: /tools/fiduciary-exposure-check. Nothing is emailed.