Boards have a critical role to play in steering their companies through the current COVID-19 crisis. At the same time, the need to enforce self-isolation and social distancing will mean that many meetings will no longer be held around the board table, with potential negative consequences for their effectiveness and overall board dynamics.
Here are eight tips for effective digital board meetings:
1. The role of the Chair is critical
In every meeting, the Chair plays an important role as a facilitator, enabling multiple perspectives to be heard, engendering trust and supporting board effectiveness. Digital meetings can present challenges, but simple steps such as following a running sheet, ensuring that appropriate time is devoted to agenda items, inviting contributions from individual directors by name to facilitate participation, and appropriately recognising the contributions of directors during these challenging times can assist. Allowing additional time for the meeting is also prudent given the agenda can be slowed down by technological problems or the need to more formally chair the meeting than usual. Chairs should make sure they more regularly speak with their fellow directors and CEO at a time when face to face contact may not be possible or advisable.
2. A structured agenda becomes even more important
A structured agenda is always a key component of any effective meeting. The Chair should work with the Company Secretary and CEO where appropriate to consider any changes that may need to be made to agendas in the context of digital meetings. It will be particularly important for sufficient time to be allocated to key items at the start of the meeting when energy and concentration is high, and for there to be clarity on what is being asked of directors. The Chair may also wish to consider asking for feedback at the end of the meeting.
3. Use video technology if feasible
Where possible, using video technology may assist with meeting flow and support engagement from directors. Companies and boards that don’t frequently use this technology may benefit from a short “test run”. However, as with in-person meetings, it is not good practice to record the meeting. There are a number of downsides to this practice, including the risk that directors and managers will not feel free to express themselves frankly, which will negatively impact decision-making.
4. Preparation is key
Well-written, concise board papers always support effective meetings, and make it simpler for directors to add value to decision-making. Directors should take an active role in satisfying themselves that the board papers are adequate, and that they have sufficient information on which to base decisions. It may be necessary for a chair to ask for a board paper to be supplemented if considered necessary.
5. Accurate minute-taking
Minute-takers (in public companies, usually the company secretary) have an important and potentially challenging role in capturing accurate and compliant minutes of a digital meeting. The Chair and other directors should be alive to the task of the minute-taker and where appropriate clarify key discussions points or reasons for decisions. Directors also have a responsibility to properly evaluate the minutes circulated after meetings. Particularly close attention may need to be applied in the context of minutes of digital meetings.
6. Check legal requirements and your Constitution
Under the Corporations Act, any technology consented to by all directors may be used to call and hold the meeting. Most company constitutions should address the use of technology for board meetings. Have all your directors consented to using a specific technology, and have you checked your constitution?
7. Have a security checklist
Technology can assist directors and board processes, and many companies will use board management software and portals that can support board reporting and collaboration. Of course, it is critical to consider security issues when relying on technology. A security checklist might include: password-secured tablet; pass-code for individual folders; encryption of data; security of conference calls; ability to delete material remotely using appropriate software; and appropriate policies governing usage.
8. Ensure you have reliable communications
Last by not least, directors should test that their existing equipment is appropriate to conduct a digital board meeting. This may mean urgently upgrading IT infrastructure or ensuring that Internet connections are reliable and that there are appropriate back-ups as contingency (where possible). For example, at a time when network bandwidth may be challenged, directors should be able to conduct meetings via mobile or home telephones through alternative conference call facilities.
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