Conversation between Ben White, Crafty Counsel, and Ian White – video
If you’re a company secretary or lawyer trying to run board meetings virtually, your life is probably pretty stressful right now. Ian White is here to help.
Transcript
Ian
I’m Ian White. I’m a former chief legal officer and company secretary. I now work as a consultant in the areas of board evaluation, coaching, mediation and training.
Ben
Why don’t we kick off by you giving your general observations on where we are and the role of the co sec at the moment.
Ian
Covid, Ben, has made a huge impact on all of our lives and boards of course are not immune from that.
Ben
Tell me a bit about the relationship with the chair.
Ian
As all GCs and company secretaries will know, that’s critical at any time, and making sure you have a good working relationship with your chair, and managing that, takes quite a lot of effort. But obviously even more so during Covid, where the only interaction you can have is online or by phone so – first thing, keep lines of communication really open with the chair, and indeed with your other non-executive directors because they may need your support and help now more than ever.
Ben
What about now actually running a board meeting now that many of these are having to be held virtually? Have you got any tips to share?
Ian
Firstly, and this is something any good GC and company secretary will need, is having confidence and making sure you’ve got adequate preparation. One of the people I spoke to actually said, being an experienced company secretary in these times is really helpful. So, if you’re new to the role it is going to be even more challenging.
The second thing, Ben, is having the right virtual medium and sticking to it. Some of these are very obvious points but they’re important ones nonetheless. Check it well before the meeting. Do a test run the day before because it’s very difficult to wing a board meeting, as we all know.
Don’t try to manage everything on your own. If something goes wrong with the technology, you need a couple of people there: (1) you need someone who’s got IT skills or somebody from the IT department because you’re having to support the chair and the board in running the meeting; you’re not going to have time to keep going off and trying to sort the technology out. Take a member of your team along if you can because if a non-executive is cut out of the meeting they may need to get in touch with somebody quickly so make it clear to the board at the beginning of the meeting or even before by email that somebody will be there if there’s a problem with the technology.
If somebody does get locked out, you’re not going to be able to just put the meeting on hold, otherwise it’s going to last for ever and it’s going to become disjointed. So I think you need to make that clear to the board again at the beginning: we’ll try to get you back in if there’s a problem and if we can’t get you back in for any reason I’ll ring you up and brief you on what happened and if necessary take your views later on. Maybe, however, if it’s the chair that’s locked out you probably should put the meeting on hold. [Smiles.]
Remember that if you’re using a virtual format, because most board meeting papers now are distributed by an electronic board portal, you’re probably going to have to ensure that each non-executive director and each member of the board has got two devices so that they can attend the meeting: (1) so that they can use the virtual format and (2) that they can read their board papers.
Ben
What about the content? Presumably there’s a temptation to spend all the board’s time talking about Covid-related issues but I guess there’s also the BAU stuff to address as well, right?
Ian
Yes, there is, so if you’re going to have a Covid meeting then stick to discussing Covid; don’t try to sling a load of business-as-usual stuff on at the end. But I think the other thing you need to focus on is that you’ve got to run the business and the board’s got to run the business. I remember from my days of being a chief legal officer that if we had a disaster recovery issue we’d often keep the chief executive out of it, not because we didn’t have confidence in his ability to deal with the matter but because he had to run the business day to day and you can get completely sidetracked on dealing with the particular issue in mind rather than running the business, and that’s obviously going to lead to further risk.
Ben
Presumably there’s a temptation to perhaps almost over-meet and get some sort of board fatigue at what’s a pretty difficult time.
Ian
Both frequency and length of meetings are things to watch out for. We all know that with length of meetings that they tend to increase, particularly if you’re in a regulated sector, such as financial services – meetings can be very long, so I think the first thing to bear in mind is that meeting virtually, as we all know, is quite tiring, so you need regular breaks. And the other thing in terms of frequency is that whilst there might be a temptation to meet more frequently, we all know that the board meeting itself is just one part of the process and that afterwards the management team are going to have to action a lot of the work that’s come out of the board meeting, so if you’re meeting more frequently that you normally would, you as the company secretary need to advise the chair and the non-executives that by doing so you’re increasing the workload of the executives when they’re working in a time of crisis.
In a normal board meeting, people will generally get there a bit earlier, and there’s quite a nice banter that goes on and I think that really helps the board meeting process and the board meeting to run smoothly. So what you might want to say to attendees is, come in five or ten minutes early and you can have that banter to really get the dynamics going.
Ben
You talked about the challenge that some NEDs will have as to maybe not having the best Wi-Fi connection at home. What about printing? Is there an argument for maybe trying to just reduce the size and number of documents – or perhaps change the format that the management team are using to submit things to the board?
Ian
Yes, absolutely, Ben, and if nothing else comes out of Covid for boards that will be a good thing because I think if we could get used to that process of having shorter board papers, that would be brilliant. Every time I do an evaluation it always comes up: board papers are too long, not well written, and that they don’t clearly explain what’s being asked for, so , yes, that would be great, if that does happen.
Ben
There’s potentially an opportunity here for your co sec or in-house legal team to, number one really step up and number two just be the sort of calming, organised influence at a time of a lot of anxiety.
Ian
Yes, I think that’s true, Ben, and particularly, given that the CEO and his or her team are going to be rushed off their feet running the business, clearly the legal and co sec team is also going to be busy, but they can lead the clam interface with the chair and the non-executive directors, reassuring them that everything is being run smoothly and well.