Six Tips for Effective Virtual Board Meetings

GGA’s Advice for Virtual Board Meetings

COVID-19 has changed a lot of things: supermarket hours, the availability of toilet paper; handshakes are now elbow bumps and hand-washing is accompanied by a catchy chorus. It has also changed things for board members. While many had already started the migration to electronic materials, before the pandemic (remember those days?!), the ‘holdouts’ who still preferred (or were only offered) printed meeting materials suddenly viewed them as potentially viral infested vestiges of a bygone era! And with the influx of new affordable and flexible board technology offerings, the idea of going fully digital has been embraced. At the same time, the original board portals are showing their age with this sudden push into the ‘virtual spotlight’. Their cumbersome and expensive server resident technology is being left behind as boards begin to run board, even annual general meetings, virtually.  

Until very recently,  virtual board meetings comprised a very small percentage of board meetings. But in 2020, virtual meetings became a necessity overnight. With all that is going on, it can be challenging enough for a Board Chair to maintain in-meeting efficiency, making sure meeting agendas run smoothly, and keeping members engaged. With the immediate switch to virtual meetings, the saying “business as usual” has been replaced by the “next normal”. In order to advance to this new norm, boards need to ensure that they are utilizing the correct tools and good governance processes to optimize productivity, place crucial information at a board’s fingertips, and encourages confidential collaboration and decision making in a rapid, time efficient manner. Board meetings should continue to run as effectively and engaged as possible, despite new virtual and socially distancing formats. As a board member, you can take advantage of these opportunities for cost effective and productive virtual board meetings by using the following tips:

Tip #1: Know and Continue to Embrace Your Business’ Culture

First and foremost, review your board governance terms to ensure that virtual meetings are allowed in your organization. If virtual meetings aren’t mentioned or you are unsure, speak with your board chair or legal counsel to clarify any potential ambiguities and make adjustments, as required.

Once all is good to go, reflect on ways to ensure meetings are conducted so they are still in concordance with company culture and philosophy. It would be a good idea to take some time to review company tenants and values. Respect? Diversity? Experience? Diligence? It is easy to lose sight of the bigger picture and individuality when stakeholder interaction resides on pixels. Be sure to remain steadfast in implementing organizational culture – it will keep members motivated, reassured, and conscientious.

Tip #2: Update and Embrace Board Technology

Now more than ever – invest in the ‘right’ technology. Does your board use board software? Does it facilitate virtual meeting efficiencies and effectiveness? Is it checking all the boxes necessary for a seamless and optimal virtual meeting? Do you have live video conferencing, a secure document repository, proxy surveys, on-line voting and automated minute taking in one centralized, secure location? Are all the services you use cost efficient? If not, you are not taking advantage of what the 2020 marketplace has to offer. Far too many times boards are forced to spread themselves thin with multiple softwares and tabs open – leading to a disorganized and disheveled (likely fed up) board member. This also means a less productive and motivated board member – which defeats the purpose of using board management software as it is expected to assist meeting preparation and facilitation, not hinder it. Your software needs to be a central location for all board tasks, easy to navigate, with internal communication features that keep board members connected!

Furthermore, virtual members must be able to see and hear other members. Yep – this means no muting the audio or turning off the video feature. Using the camera and microphone is not only essential to optimizing the virtual experience and keeping others engaged, it is the best way to communicate. 55% of communication is body language and another 38% is tone of voice. That’s a whopping 88% of communication! We all know communication is key – so be sure to have both efficient video cameras and microphones embedded into your technology.

Tip #3: Know Your Virtual Meeting Etiquette

It is spring 2020 and for those familiar with COVID-19 will likely be familiar with the popularity of trending web-cam mishaps as professionals take to work in pajamas, undergarments, or half asleep, underestimating the cameras range and unaware they are ‘sharing’ the experience via live video conference.  

Yes even board members may need to be reminded to approach virtual meetings with the same respect, preparedness and professionalism as you would in-person board meetings. Meeting time is meant for collaboration, productivity, and attentiveness so losing yourself in the abundance of distractions such as emails, web surfing, texting, or afternoon snacks, is not acceptable. It is not only an egregious waste of valuable time; it is also disrespectful to your fellow board members who are actively participating. Join the virtual meeting prepared by reading necessary pre-meeting notes, mute your phone, speak as clearly as possible, keep movements to a minimal, and hold a standard of discipline just as in any other board meeting.

Tip #4: Make the Meeting Feel Comfortable and ‘Normal’

As with face-to-face meetings, if all members make an effort to stay focused; actively participating, actively listening, and sharing insight during the meeting it will reinforce the feeling that this is a ‘normal’ board meeting. It is of utmost importance that there is a mutual sense of respect and that everyone feels heard even though you’re not in the same physical room. This means don’t shy away from small talk, humor, and ‘virtual’ bonding – embrace it. But exercise this in a way that doesn’t derail the flow and progress of a meeting. And just a reminder (as we are sure the lines get blurred with digitized work environments): we are human, not robots!

The “attendance” sheet should show on the meeting screen so that everyone can see who’s present and accounted for. Ideally, utilize a ‘gallery view’ in your electronic meeting software so that you are able to see body language and ‘make eye contact’ (ish). This will encourage conversation and collaboration and is essential to productivity.

In virtual meetings, it is helpful to try to address fellow board members by name if you are addressing them directly, as they can’t tell necessarily tell who you are speaking to. The Chair has to pay extra attention that quieter individuals are heard and that their ideas don’t fall through the cracks! Even if you’re relatively new to virtual meetings, watch and learn from your colleagues. Give feedback to your Board Chair if you feel that there’s a better way to run some aspect of the meeting. Some board software, for example, offer a ‘hand-raising’ function. If there is too much ‘over-talk’ in your opinion, you could ask the Chair to request that members utilize this function. You are on a board because your insight is valued – find the best way to share it!

Tip 5: Optimize Your Virtual Meeting Efficiency and Effectiveness

Virtual or not, everyone wants to feel like they have contributed to the efficiency and effectiveness of the board meeting. These approaches help to ensure this in a virtual environment:

  1. Attention spans can be a bit tougher to manage in a virtual meeting. To mitigate this, keep important agenda items at the beginning when members are most attentive. Agenda items are most productive when concise but conversational, focusing on essential points with regular conversation throughout,
  2. Similarly, the flatter feeling of a virtual meeting may need additional structure or prompts to keep it moving and feeling “alive”. Assign estimated time to the agenda items to communicate the expectation and assist the Chairperson in facilitating the meeting efficiently. Use your board platform tools (if available) to assist with this and provide audible prompts when an item is running over,
  3. Exploit the advantages of the virtual aspect of the meeting. For example, take advantage of the ability to screen share videos and images that were not necessarily easy to incorporate into face-to-face board meetings. Or have ‘experts’ on stand-by to be ‘Zoomed’ in, as required, without having them sitting in a physical waiting room for long periods of time, etc.,
  4. Create/suggest some new meeting norms/processes to enhance the virtual experience. For example, you could have a 15 minute ‘arrival’ period in advance of the call to order to allow for the casual and more personal ‘how are you’s’ that are missing from not being in the same room. This personal ‘verbal’ connection is even more important when you are physically distanced from each other, and finally,
  5. Set up your ‘meeting space’ to maximize your meeting experience and that of your fellow board members. Ensure that you have a good quality microphone and video camera either within or as adjunct to your computer. Test your Wi-Fi and bandwidth ahead of time to ensure that you can stream the meeting without delays or freezing. And make sure that you are in a quiet space so that your peers do not have to listen to distracting sounds from your environment.

Tip 6: Contribute to Enhancing the Virtual Board Meeting Experience

Share feedback with the Chair on the meeting process and outcomes. This should be both informally through post-meeting comments, and formally through additional questions on the annual board assessment. Utilize the tools within the board platform to share ideas, opportunities for improvement to learn and enhance future meetings.

Closing Thoughts

While, like handshakes, many of us look forward to a return to face-to-face board meetings, it’s obvious that the practice of holding at least some ‘virtual meetings’ is here to stay. The foregoing tips should help to make that reality a positive experience for you as we move to our ‘next normal’. To learn more about technologies that can further enhance the remote board member experience with state-of-the art, affordable technology tools, click here to view an overview of GGA’s emPower platform.

Contributing Authors:

Arden Dalik, Senior Partner
Aamani Mohamed

The Impact of Technology for Governance Professionals

How to Maximize Technology for Corporate Governance Practices

We at Global Governance Advisors just completed work on our 6th annual Report on Governance Professionals Responsibilities & Remuneration, in partnership with the Governance Professionals of Canada (GPC), and observed the ever increasing impact that technology is having on the role of the governance professional in Canada. As part of our survey, we asked governance professionals to rate, on a 1-5 scale, the primary responsibilities in their role. Some of the highest ranked responsibilities included:

  • Keeping of Board/Committee meeting minutes;
  • Setting Board/Committee meeting agendas;
  • Acting as a governance liaison for the Board and management;
  • Reviewing and improving Board effectiveness; and
  • Maintaining corporate records.

Governance professionals also reported spending the most time on Board and Committee meeting preparation and support, liaising with Board members and assisting management in preparing Board presentations.

The areas providing the biggest influence include the review and implementation of corporate governance practices, review and improvement of Board effectiveness and the review and selection of Board portal and other governance support technology or solution providers.

What is a common theme around all of the responsibilities and areas of influence highlighted above? Each of them has been impacted by the greater use of technology in recent years. This observation is further reinforced when we asked governance professionals about their use of technology. 94% reported the use of Board portals with 74% reporting the use of technology in conducting board surveys.

The reason for this is quite simple as technology allows professionals to be more efficient in performing their role and is more secure than following a manual process. What used to consist of physical copies of corporate records in a filing cabinet can now be securely uploaded to a secure document repository for board members to access at any time on their laptop, smartphone or tablet. Meeting agendas can be created in minutes and modified in just a few key strokes based on feedback from the meeting chair with related documents uploaded and tied directly to that meeting for ease of mark-up and review by board members as opposed to mailing out large, heavy board packages weeks in advance. Meeting minutes can be taken directly in the platform and saved, removing the need for shorthand. Built-in transcription capabilities can also act as a way to streamline the meeting minute taking process.

Technology also improves the Board Evaluation process by allowing board members to securely complete their questionnaire online with the reporting of results provided to organizations in real-time. This compares to having to collect physical responses from board members and then manually compiling the results by hand before. Even better, with the right software platform governance professionals can be provided with market leading pre-populated questions that all boards should be asking around their performance so they do not have to start from scratch.

The role of the governance professional is constantly evolving with greater demands on one’s time. Technology can act as a powerful enabler by making transactional responsibilities such as the keeping of meeting minutes, setting of agendas and administration of board evaluations much less time consuming and more secure. The technology adopter is a professional who can play a more strategic role in improving upon an organization’s governance practices and acts as a trusted liaison for the Board and management. This is a win-win for organizations and governance professionals as a whole.

For more information on the results of the 2019 Report on Governance Professionals Responsibilities & Remuneration and to request a copy of the report, please click here.

Boards of Directors & The Digital World

Embracing Digital Transformation

Everything will change. If you come away with anything from this blog, it is an understanding that it is critical that Boards of Directors and Executives understand that to succeed in today’s business environment, they must take a giant leap and embrace the digital transformation. Boards and executives are facing a myriad of challenges and can only successfully address them by leveraging artificial intelligence, data analytics, and digital communications. Everything will change – how board members interact with each other; how they make decisions; how they address issues from governance to corporate social responsibility; how they recruit and retain high performance executive teams; and how they will communicate with both shareholders and stakeholders.

The Digital World Has Already Passed the “Board Portal” (We do not use VHS tapes anymore)

Seven years ago, a major financial institution faced a dilemma. A board member left a binder of sensitive information in a taxi in New York City. Following this security breach, the board quickly adopted a ‘board portal.’ That solution, seven years later, presents an even greater problem. A portal application resides on a laptop, which if lost – in this hacker dominated society – is the equivalent of leaving sensitive information in thousands of taxis.

I spoke recently for more than 80 companies. Half of them use no technology at all. Board members expose the companies they serve/lead to unnecessary risks and are out of compliance. They incur unnecessary costs. They are often inefficient and ineffective. They do not leverage artificial intelligence, data analytics, or data communications that can be at their fingertips when analyzing the market, strategy, and/or recruiting and retaining high performance executive teams. Their shareholders are seizing upon social media. Boards of Directors must contend in a digital world and most of these boards remain clueless.

Our Board Member Will Not Use New Technology

“A ‘lame excuse’ is an excuse of poor quality or lack of thought or an inappropriate excuse.” If this statement is true about your current board of directors, your board members must become introspective and embrace digital technology or your company needs to find new board members. One does not go into battle with spears and swords against tanks.

The Solution– Adopt a Workplace Productivity Platform Designed for Board Members and Executives  

There is only one solution: A workplace productivity platform.

Implementing a workplace productivity platform means:

  1. All of your documents are housed within the platform. Board member access, annotate, and store board documents in this single repository. At no time does that platform reside on anyone’s PC or Laptop – all of which can be hacked, stolen, lost, or break.
  2. The platform can be accessed from any device, anytime, anywhere.
  3. Board members communicate/message within the platform.
  4. Your board meeting is run through the platform.
  5. All of your committees use the same platform. One single sign-on.
  6. You launch video conferencing through the platform. Any meeting can be attended from anywhere. Your meeting can be recorded. The platform utilizes artificial intelligence, translating voice to text. Voila – your transcripts/notes are ready – and available to your board members or committee members.
  7. Your platform also provides both a prepopulated board evaluation tool and prepopulated D&O questionnaire.
  8. The platform provides data around executive compensation. It is both a repository of almost 10,000 companies and their executive pay by job title and peer group composer. The platform is a data analytics engine that allows your board to identify the right compensation and incentive program for its top executives; score card those plans, and provides payout reporting at any time during the fiscal year.
  9. The workplace productivity platform is also a shareholder/stakeholder communications engine (including survey/proxy tabulator). You build targeted groups of shareholders and stakeholders and utilize the platform’s digital communication capabilities. The geographic reporting features allow your board and executive teams to schedule road shows and meetings with stakeholders more efficiently. The digital educational and communication tools put the board of directors on an equal playing field to address social media and its impact on shareholder activism. The labor and mailing costs more than pay for the platform.
  10. The workplace productivity platform for boards and executives is easy to use and intuitive. If someone can use a smart phone, that person can use this platform

The digital world has changed everything. Has your board and executive team changed with it?