Many boards meet only four or six times each year (not counting committee meetings). Meanwhile, new issues like cyber risk, ESG, and digital transformation have been inching their way up the board agenda. How have boards and committees been tackling this growing list of priorities and staying sharp?

In this episode, John Hinshaw, a director with Sysco Corp., DocuSign, and Bank of New York Mellon, sits down with host TK Kerstetter at The Directors’ Experience event in Napa Valley. Hinshaw explains how board meetings have changed over the last five years—and how boards are maximizing their time together. 

Making time for multiplying priorities

“The focus around digital transformation as a top-of-mind boardroom topic—and key component of strategy—has become much more front and center. Before it was sort of relegated to a risk committee or a tech committee.”

– John Hinshaw, director, Sysco Corp., DocuSign, and Bank of New York Mellon

One of the biggest changes Hinshaw has seen over the past five years has been an expanding roster of priorities for discussion by the full board.

“Digital transformation is front and center in the boardroom because every single company is a tech company now, either in their products as they’re tech enabled, or in a tech disruptor that is competing with them in some form or fashion,” he said.

Committees have become a powerful tool for keeping up within and outside the established board meeting schedule. As technology committee chair for the Bank of NY Mellon, for example, Hinshaw typically convenes his committee on Monday morning and then delivers a readout for the full board on Monday afternoon or Tuesday morning.

His tech committee communicates “off-schedule” as well, similar to how an audit committee would to approve 10ks, quarterly earnings, or other financial transactions. “Because technology has become so front and center, we want to review technology plans on a more frequent basis than each board meeting,” he said.

Cross-pollination of knowledge also is encouraged, Hinshaw said. He frequently sees committees meet with each other, such as the comp and risk committees convening to discuss compliance issues. And he said the boards he serves on encourage directors to sit in on the meetings of committees for which they’re not a member. “If you’re on the audit committee and you want to sit in on the comp committee, no problem there.” Although occasional overlaps in schedules do happen, his boards try to schedule meetings so directors can attend as many committee meetings as possible.

Technology makes it even easier for board members to spot a committee meeting of interest and plan their schedule accordingly. “Because of platforms like Diligent, you’re able to view all of the materials for every committee regardless of whether you serve on those committees or not,” he said.  

More information, more frequent interaction

“I think boards are becoming much more dynamic in their ability to meet and connect and communicate then they were years ago.”

– John Hinshaw, director, Sysco Corp., DocuSign, and Bank of New York Mellon

Shared committee information is just one way directors’ use of technology has changed dramatically over the past decade.

“Directors have access to so much more information now,” Hinshaw said. “Ten years ago, they’d get the packet and that would be their information on the company. Now with platforms like Diligent, they can view info on the company at any time. They can see what new is happening and what events are going on.”

Such platforms go beyond PowerPoint slides to allow directors to connect with other directors  and learn about what’s going on in other forums, Hinshaw said. “If you’re on the audit committee, you can understand what other audit committees are doing.”

Digital technologies—from board-specific platforms to communications channels like chat and text—are expanding discussions beyond the formal every-other-month cadence. “It’s so much more real-time, much more dynamic interaction than simply showing up when the board meetings are,” Hinshaw said.

In the drive for speed and ease, Kerstetter and Hinshaw emphasized the need for security and caution, particularly given “the bad stories out there of directors who emailed something to another director and their email was hacked and the whole M&A plan was out for everyone to see.”

“All it takes is one…,” said Kerstetter.

_________________________________________
nomination and governance module

Is your board looking at the right data?

Are you satisfied with your level of visibility across your industry or competitive peer groups? In today’s competitive landscape, better visibility leads to better decision making. Diligent’s Governance Intel empowers today’s boards to monitor peer group activity and company reputation across media outlets around the globe.