Board Responses to COVID-19

Board Meetings Covid-19 - Corporate Governance Canada

In our continuing series, Corporate Governance Expert David Beatty offers insights into conducting successful board meetings during the pandemic.

Board Responses to COVID-19

David Beatty:

COVID-19, it’s certainly changed a lot of things, including the way we walk around the streets, I hope. I had it myself in March and it’s not a pleasant experience, so I’m a strong advocate of this mask in any and every situation. But it’s also made, I think, a very significant difference in how boards of directors work. We’ve all gone online. We’ve done that at the Rotman School of Management all of our courses are all online and we now interact very differently with each other.

I characterize the difference in two temperature settings, cold and hot. Cold being where we have a group of, I don’t know, 10, 20, 30, 40 students, 40 people in a room. There, they’re just pictures on a wall. Sometimes they don’t move, sometimes there’s only a name, and you can’t interact with them. There’s no touch. There’s no humanity. If you get smaller, I’d say three to five, then it’s possible to use Zoom to your advantage where there is some intimacy, there does appear to be some human contact. So that’s how I characterize the use of online board meetings between the hot and the cold, and I think it’s important that you balance those two things very consciously.

So I think there are three basic components to setting up your online directorships. One is getting the structural stuff right, two is controlling the temperature, and three is innovating outside the boardroom.

Number one, getting the structural stuff right. I would say you don’t want your board meeting to last more than two hours. There’s a Zoom fatigue factor that’s enormous and real. Peering into a screen for a long period of time puts you to sleep. There’s no question. No matter how hard you try, you’re likely to drift off. So you want to have a two-hour meeting.

In that to our meeting, you should not be getting people into subject matter material, I think, for maybe more than 15 minutes at a time. So it’s 15 minutes on and then maybe five minutes off. Just go meet another director in a breakout room, go have a chat with an executive, go get a coffee and then come back to the next item on the agenda. The implication of that is that you’ve worked very, very hard on the agenda characterization so you know exactly what you’re going to get to the board and what you want to get from the board. And secondly, that you’ve got a big amount of pre-work has gone out to the directors in advance that they should have read. And then the executives, when they’re talking across the boardroom table, virtually, understand that the directors are already immersed in the material. That’ll change the nature of the conversation.

But you must not, I think, take more than 15 minutes at any time to be immersed in a subject matter area. Sure, expand that if things are going well, contract it if they’re not, but give people a break. Move from the cold to the hot. That gets them re-engaged, and re-emerged, and re-energized and bring them back and do another agenda item. So hot and cold temperature pre-work, large consent agenda, and a very disciplined agenda, I think, are critical to managing a board of directors in these times.

The second thing, and the really important thing is outside the board meetings. We used to have board dinners, and in those board dinners we could meet, and chat, and greet with the executive team, with our colleague directors. Then there’d be lunchtime together, maybe breakfast together, coffee breaks together. There’s a lot of human interaction in a normal board meeting. That’s gone so you’ve got to think about how to replace that, and one of the ways is to use Zoom to its advantage. It’s easy to pull together a meeting, you don’t have to travel anywhere, the logistics are zero, you just got to get in front of the computer. Well, pull together meetings of executives, three of them with one director on some subject, doesn’t matter, or just to say hello, or find out the name of your cat. It’s always what I think, do I know the management team? I do when I know the name of their kids and their pets. So use Zoom to its advantage outside the board meeting in order to try to build, and maintain, and enhance those individual relationships that I think adds so much to the potential of a board to add value to a company.

Any other ideas, any other notions you’ve got about what you’ve done to change your processes to ensure that you get a board that’s adding value to the company and not just being a policing and oversight board, please let us know. We are really anxious to improve our knowledge and information about how to work in a COVID environment.

Meanwhile, when you go out, please use these, even though they fog up my glasses and cause me a great deal of difficulty because I don’t know where I’m going.

David Beatty is an adjunct professor and Conway chair of the Clarkson Centre for Business Ethics and Board Effectiveness at the Rotman School of Management. Over his career, he has served on more than 39 boards of directors and been chair of nine publicly traded companies. He was the founding managing director of the Canadian Coalition for Good Governance (2003 to 2008). A version of this article will also appear in the Winter 2017 edition of Rotman Management, published by the University of Toronto’s Rotman School of Management.