Diligent Institute Ask a Director Series Part 4: What Are the Best Practices for Virtual Board Meetings

What Are the Best Practices for Virtual Meetings? 

Ask a Director Series, Part 4

This is the fourth of a five-part virtual panel series from Diligent Institute: “Ask a Director: How are Corporate Boards Responding to the COVID-19 Crisis?” Learn more about the series here.

The Panelists:

  • Philip Aiken is Chairman of Balfour Beatty plc, Chairman of AVEVA plc, Non-Executive Director of Newcrest Mining Limited, Director of the Australia Day Foundation, and Director of Gammon China Limited.
  • Eileen Kamerick currently serves on four boards: Associated Banc-Corp. (NYSE), Legg Mason Closed-End Mutual Funds (NYSE), Hochschild Mining, plc (LSE), and AIG Funds. She chairs three audit committees and one corporate governance committee.
  • Claudia Fan Munce is currently a Venture Advisor at NEA, as well as a board member at Best Buy, CoreLogic, and Bank of the West/BNP Paribas.
  • Jamie Orlikoff is currently the Chairperson of the board for the St. Charles Health System in Bend, Oregon. He is also President of Orlikoff & Associates, Inc., a consulting firm specializing in healthcare governance and leadership, strategy, quality, and organizational development.
  • Yiannis Petrides is a board member at Mytilineos S.A., a leading industrial company listed on the Greek stock exchange, and involved in the Energy and Mining sector. He is also a board member at Puig, a privately held company operating in the world of fashion and prestige fragrances, with a brand portfolio including Carolina Herrera, Paco Rabanne, Nina Ricci, and Jean-Paul Gaultier.

Read more here for full bios for all “Ask a Director: How are Corporate Boards responding to the COVID-19 Crisis?” panelists.

We asked directors for their suggestions on how to hold effective virtual meetings.

Unique to the COVID-19 crisis is the sudden and unexpected transition for many businesses to majority workfromhome” workforce and leadership structureFor boards, virtual meetings have gone from an infrequent option to an absolute necessity. The panelists explored some of the nuances of virtual board meetings, the pros and the cons, and how to get the most out of them 

Recognize Both the Benefits and Limitations of Virtual Meetings 

It’s important to recognize the good and the bad of virtual meetings in order to understand how to get the most out of them. The panelists recognized that while they are useful and clearly beneficial in times of crisisvirtual meetings tend to be more transactional and less conversational, and therefore have some drawbacks for specific board functions, such as strategy discussions. 

Yiannis Petrides has found virtual meetings to be more focused, more efficient, and more action oriented  all of which are beneficial qualities for meetings held during a crisis. He explained: 

I think all of us are learning right now, but I think with virtual meetings, everyone is doing their best to be a lot more focused. In a virtual meeting with ten people on the screen, if you don’t follow the agenda and plan, then it’s easy for things to get very out of hand. So small things like ensuring everyone is on mute as default and having people raise hands can make a lot of difference. As strange as it sounds, I’ve found virtual meetings to be a lot more focused. I’ve also seen that directors have really done their homework very well in terms of reading the material closely and preparing ahead of time. It turns out that, in virtual meetings, we talk less about the context because people already read about it, so we get directly into the key issues and the action planning. 

Eileen Kamerick acknowledged that some board functions don’t lend well to the virtual meeting format in her experience.   

The SEC has required the contract renewal process for mutual funds to be in-person, and they’ve offered relief for this during the crisis. I don’t disagree in the context  we need a degree of exemption. But in my experience, those in-person [discussions] are very helpful in terms of fleshing out these complex issues. I understand why the regulation was necessary in the first place, because it’s a recognition that the kinds of issues  and really significant amounts of data associated with dissecting performance and fees  are better presented in a personal and live format. I think you have to recognize some limitations to virtual meetings in order to optimize them. 

Adapt the Meeting Agenda and the Board Chair’s Approach to Facilitation 

Given the strengths and the weaknesses of virtual meetings, triaging certain topics and decisions when possible can enhance the discussions around those postponed issues and improve mid-crisis meetings. Kamerick shared how her boards are adapting their meetings to the virtual format. 

My impression thus far has been that chairs and CEOs are trying to streamline the agenda and focus on the things that have to get accomplished and are most important. The idea is that there might be informational matters or discussion matters that are difficult to handle in a virtual environment, so defer what can be deferred in order to get through higherpriority agenda items. I acknowledge that the reality is so much more complicated than the ideal version of this – while boards might try to avoid significant decisions, it’s a crisis, so a number of them will have to get made, nonetheless  boards have to do the best they can. I still do think it makes sense to set limits and prioritize when possible.  

The panelists emphasized that leadership from the chair is critical for making virtual meetings work. Individual board members can also find strategies that help them stay engaged and make the best contributions. Claudia Fan Munce had a few suggestions. 

I started to only activate my video when I want to share a view or have a question, and I found that to be a very useful change for me. If I am just listening, no one needs to be watching me or anyone else  it is somewhat distracting to have so many faces on the screen  but once I turn on the video, it directly signals my desire to speak, so instead of fighting in during any air gap or using the raising hand feature, this is so visual that people pause to invite me in and it really improves the interaction in my view. I am surprised this practice is not more widely used, especially in large meetings.   

The other practice I found useful is to leave the meeting on during breaks, even with video, instead of the old practice of muting or dialing off and on. It makes us feel more connected in this time when we can participate in small talks during the break with people in the meeting. 

Virtual Board Meetings Require Greater Discipline 

Virtual meetings demand more attention from everyone on the board to ensure all the benefits of a board meeting are delivered. Philip Aiken laid out the key issue and the chair’s role in addressing it.  

You really have to make sure people are very disciplined, and the chair plays a big role in that. The chair makes sure the items get introduced, then the person speaking to the item speaks it through, then you ask the questions going around the whole board. If you were sitting in a boardroom, you wouldn’t have to do that  the information would just flow naturally. But on a video conference, you have to make sure people can ask their questions, get them answered, and then move on. In that way, it requires more discipline than being in the room. 

Board Chairs Should Ensure Directors Aren’t Left Out 

It’s always important that directors with relevant perspectives provide input on key topics. In a virtual meeting, people can get left out of discussions for a variety of reasons. It’s the chair’s job to ensure everyone who has a valuable perspective can participate. Petrides advised chairs to ensure that people with relevant expertise are not left out of the conversation: 

The principles of leadership are the same, but the practices need to adapt. As chair, you need to take a proactive approach in terms of leveraging the capabilities and knowledge of board members. The chair needs to think a lot about who are the board members that he or she needs to bring into the picture for a specific point or discussion to ensure that you’re actually getting feedback and advice from the people who know the subject matter best.  

Sometimes there isn’t the time or the need to hear from every single director. Jamie Orlikoff explained how he determines when to go around the room and about a strategy he sometimes uses to streamline.  

Part of the art of chairing a physical meeting is knowing when to follow procedure and when to let the conversation freewheel. When you hold meetings virtually, you have to be a lot more explicit and intentional about it. You need to be clear with the board about when you’re using a process. Frequently, I’ll say, ‘ want to hear from every board member, and I start with those with an opinion, then I go through the roster. I think that’s really important for controversial or provocative topics. Other times, I’ll say, ‘ want to hear some views,” and after each one, I very intentionally ask, “Are there any other views that have not been expressed? 

Utilize Pre-meeting Work  

When time frames are condensed, it becomes more important to get the most out of each board interaction. Orlikoff explained how he uses technology and pre-meeting work to extend discussion in the same amount of time. 

I’m a big believer in not asking the board to make a decision[on an issue] at the meeting where [that issue] was first presented. In emergencies and crises, that’s a lot more challenging, but pre-work in advance of the meeting makes it much more doable. Board members have the materials in advance; they can raise concerns and ask questions first on [their board software] platform. We can collaborate and discuss beforehand. You can engage the board with non-binding straw polls, ask if everyone has enough information, and have several backandforths prior to the meeting itself. When you can get some of the benefit of discussing over multiple meetings, that helps people become more comfortable making decisions.

>>Continue on to Part 5 of 5: What Corporate Responses to COVID-19 Made Directors Proud?

>>Return to Part 3 of 5: What Is the Right Role for Directors During and Beyond the Crisis?

>>Return to Diligent Institute.