Instead of quarterly in-person meetings, many boards are now meeting weekly or bi-weekly for shorter, virtual meetings. Board management software makes coordination of board meeting preparation possible for corporate governance professionals, General Counsels, CFOs, CEOs, and others involved in preparing for board meetings. Board portals make distribution of briefing materials a breeze. Videoconferencing makes the meetings themselves that possible.
Board meetings are unlikely not revert to the old norms soon. The challenge is to use technology to make these virtual board and committee meetings as engaging and productive as possible.
Attention Span: The average length of a feature film is 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. Those planning virtual board and committee meetings should take this into account in planning virtual board meetings.
Scheduling: Typically, regular board meetings occur in-person over 1 or 2 days – often with committee meetings held occurring sequentially or concurrently, followed by a board meeting. Attending all of those meetings using videoconference is like a running marathon in the rain. Yet breaking up those long-scheduled regular meetings into more digestible segments is challenging because directors and executives put those meeting dates on their calendars (sometimes 2 to 3 years in advance). Most boards will continue to meet (but virtually) on those long-scheduled dates, adding more meeting dates as needed to address COVID-19 issues and 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 why an item is on the agenda.
Advance Prep: It has never been more important. No longer can (or should) boards sit through dirge-like PowerPoint presentations. As preparers/presenters draft briefing materials, they should be clear about why the topic is on the agenda and suggest the 2 or 3 aspects of the report or proposal about which the presenter is seeking input. Include FYI or routine items that the Chair might otherwise cover verbally. 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 what busy directors have come to expect.
Although companies have varied in pre-meeting outreach practices, going virtual might prompt committee staff officers to call each committee member several days prior to the virtual meeting to cover one-offs or questions they might cover casually in-person before the meeting. This outreach is to afford committee members a chance to ask the staff officer to provide some additional information to or insight at the meeting and to give the staff officer a heads up if the director is not supportive of the proposed approach.
Video Conferencing: At the meeting, presenters should assume all directors have read the briefing materials, remind directors of those 2 or 3 suggested key points of focus, then initiate discussion. 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.
Minutes: Advanced board management technology should include or enable creation of draft minutes, making prompt preparation of minutes easier than in the past.
Analytics: Pay attention to how the board and committees are using their time. Time-use analytics can inform work with the CEO and Lead Director when planning future virtual meetings. Optimally, 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.
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.
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