COVID-19 changed how boards use tech.
Instead of quarterly in-person meetings, many boards are meeting weekly or bi-weekly for shorter, virtual meetings. Board meetings are unlikely not revert to the old norms soon. The challenge: using technology to make these virtual board and committee meetings as productive as possible. Board management software makes remote meeting prep possible for corporate governance professionals, General Counsels, CFOs, CEOs, and others. Board portals make distribution of briefing materials a breeze. Videoconferencing makes the meetings themselves possible.
Attention Span: The average feature film lasts about two hours. (Many people have a tough time paying attention for even that long. Even at in-person board meetings, attention drifts if a topic runs on too long. Planners of virtual board and committee meetings should take this into account.
Scheduling: Typically, regular board meetings occur in-person over 1 or 2 days – often with committee meetings occurring sequentially or concurrently before or after a board meeting. Attending all of those meetings via videoconference is like a running marathon in the rain. Yet breaking up those long-scheduled regular meetings into more digestible segments is challenging because those meetings have been on directors and executives as calendars as much as 2 to 3 years in advance. Most boards will continue to meet (but virtually) on those scheduled dates, adding more meeting dates as needed to address COVID-19 impacts.
Agenda Topics/Outcomes: Adapting board and committee agenda to virtual meeting formats will help keep the meeting and business moving forward. Start by being clear regarding the desired outcome for each agenda topic: Approve, Review, Ratify, Delegate, Report of. Being specific gets everyone on the same page about the reasons for the agenda item.
Advance Prep: No longer will (or should) boards sit through dirge-like PowerPoint presentations. As presenters draft briefing materials, they should be clear about why the topic is on the agenda and suggest the 2 or 3 aspects of topic about which the presenter is seeking board input. Tech offers additional possibilities. Prerecord and post executive’s or advisor’s remarks to the portal for directors to both see and hear in advance of the meeting. Use the board portal to get briefing materials to directors for review well ahead of time; a week in advance of the meeting is good practice.
Companies have varied in pre-meeting outreach practices. Going fully virtual might prompt committee staff officers to call each committee member several days prior to the meeting to cover questions they might have covered over coffee before an in-person meeting. Outreach affords committee members a chance to ask the staff officer to provide some additional information at the meeting and to give the staff officer a heads up if the director is not supportive of a proposed approach.
- The Chair may want to establish a few “ways of videoconferencing” guidelines to help meetings run efficiently while still ensuring that every director has his or her say.
- Presenters should assume all directors have read the briefing materials, remind directors of those 2 or 3 suggested focus points, then initiate discussion.
Minutes: Advanced board management technology should enable automated preparation of draft minutes.
Analytics: Well-planned virtual board and committee meetings can be shorter but more effective because there is less time spent on “presentations” and more on in-depth discussion. Pay attention to how the board and committees are using their time. Time-use analytics can inform planning of future virtual meetings.
Conclusion: In the Time of COVID-19, look to advanced technology to further elevate ways of working, making governance professionals more efficient and boards more effective.
© 2018-2020 Corporate Governance Partners, Inc.