Increasingly, investors want to know what companies are doing to educate their boards. University law schools and business schools are offering multi-day seminars. Accounting firms and consultants offer on-line training. This is all good. We suggest that, in addition, board education should also be happening at every board and committee meeting. But likely not in the way you might be thinking.
For every meeting, management and board advisors prepare significant amounts of advance materials (often called “briefs”). Too often these materials are not as “educational” as they could be. Easily remedied. Here are a few suggestions for doing that:
- Start by explaining why the topic is on the agenda. Is this agenda topic required to comply with a regulatory requirement? Is this agenda topic driven by an internal process – like succession planning? Telling directors why they are being asked to address this agenda topic grounds everyone in a collective understanding of purpose. Write something like “The SEC requires that the Audit Committee at least annually review….” Also, explain 1) whether this agenda topic is essentially “Offensive” (Growth-related) or “Defensive” (Risk-mitigating) and 2) which of the board’s three priorities (Leadership, Strategy, or Execution) it relates to. (See our other blogs regarding our proprietary agenda topics hierarchy at www.corpgovpartners.com).
- Specify the desired outcome from the agenda topic – Review and discussion leading to advice to management? Alignment between board and management on strategy? Decision on proposed transaction? Telling directors what management, after consultation with the Lead Director or Chair, is looking to accomplish with the board will help to frame the discussion. Write something like “Following discussion, the committee will be asked to approve the updated executive compensation program and performance measures for the 2020-2022 performance period.”
- Provide external context for the agenda topic. If other companies are addressing this same agenda topic in some fashion, note that and explain why. If this is a purely company-specific topic, say that and explain why no one else seems to be or needs to address it. Say something like “As a result of the circumstances arising out our company’s 2019 acquisition of BBB Company, the company must decide/report/is subject to/whatever….”.
- Anticipate and answer the question – “What are our peers doing about this?” Or explain why benchmarking is not relevant. Whether the board is addressing the terms of a new corporate policy on hedging or a compensation program provision or almost any topic, management will get this question. Directors want to know what peers are doing – not follow like lemmings but to understand the landscape of alternatives and practices being used by others in similar businesses. Best for management to understand and to provide that information to the board in advance materials.
- Help company executives drafting materials understand the board’s primary role in the agenda topic. Help them to identify the information critical to the board in carrying out that role. Help them understand that sending 100 pages of dense data is unlikely to help the board carry out its oversight responsibility. Better to pick the key data points, explain why those are the key data points, and focus the brief on those that will enable the board to make the best strategic or leadership decision or to provide management with advice and insights.
- If your company’s significant investors have a point of view on the agenda topic, include that information. If investors have markedly different views, include that too – explaining the reason for the divergent views, if known. If there is a difference in views between retail holders and institutional holders, identify that. Directors should have this information when they are making decisions. It may not be dispositive, but it should be provided.
Hope these suggestions are helpful to you. And, if you follow our suggestions, you and your board will be better prepared for board meetings and you can describe your improved approach to board briefs in your next proxy statement.
(C) Copyright 2020 Corporate Governance Partners, Chicago, IL
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