Like everyone else, members of corporate boards have had to innovate quickly due to COVID-19. A once-in-a-generation economic shock has put vital strategic decisions on the table without the luxury of in-person meetings. Boards have had to balance the unfamiliarity of going virtual with the pressures of protecting their organizations from catastrophe.
While most are still finding that balance, a growing number of fast-adapting companies have found that virtual board meetings are better than the real thing. Aside from the obvious benefits of reduced travel and increased attendance, shifting to virtual has allowed boards to improve governance and collaboration through shorter agendas, crisper presentations, more inclusive and bolder conversations, and broader exposure to key executives and the benefit of an abundance of outside experts.
Ron Sugar, Chairman of Uber’s board and member of the boards of Apple, Amgen, and Chevron, says that “for many years, boards have been reluctant to use virtual meeting technology. While perhaps never a complete substitute for physical presence, timely virtual connectivity can often make a huge difference in a board’s effectiveness.”
“Our board meeting, conducted virtually, went quite smoothly and was very efficient," said James Skinner, chairman of the board for Walgreens Boots Alliance. “The virtual process demands more discipline from board members. We got all of our work done very efficiently complying with our corporate governance guidelines.”
We set out to capture some of the best emerging practices for virtual board meetings in consultation with governance experts and experienced and respected directors. Here are eight factors that contribute to an excellent virtual board meeting.
1. Emphasize pre-work. Without all the usual travel time, directors should have more bandwidth to digest board materials in advance. Plenty of file-sharing services and secure chat platforms make group commenting easy to finalize by a specified deadline so that all the feedback will be shared and the meeting can focus on collaborative and shared dialogue. This also solves the traditional problem of directors getting prepped but feeling that their voices and insights were lost in one open room. The goal is to get a greater volume of information from each director that’s visible to other board members in advance.
A stronger emphasis on advance prep may require a discipline that is not standard for traditional co-located business situations. Amazon has one of the most efficient meeting protocols and even they don’t assume pre-reads will be done—they dedicate the beginning of their meetings to short pre-reads. That said, if it’s clear that a board’s fiduciary responsibility includes this level of preparation and it results in shorter meetings with better insights, it is fully reasonable to expect that board members could adapt. Dr. Gayle agrees: "Being able to do these meetings without the travel that goes with the traditional board meeting probably gave me more time in some ways to prepare and be focused.”
2. Shorten the agenda. No one is traveling for a remote meeting, so you’re free to design the agenda without time as a constraint. Shorter sessions reduce fatigue and increase engagement. Dr. Helene Gayle, a member of the boards of Coca-Cola and Colgate Palmolive, says that “because it's hard to have the same length of meeting in a virtual meeting, it means that the executives are more focused on making sure the time is used well, and really get to the issues that are most important.”
Removing items not critical to collaboration and oversight can bring a necessary focus -- and save time. “I believe virtual meetings should focus on fiduciary responsibilities and any resulting decisions that need to be made,” says Skinner. If there’s an item that just needs to be individually understood, that can be a read-only communication. “This abbreviates the meeting and maintains focus on decisions and fiduciary duties.”
3. Energize the agenda. Virtual meetings create fatigue quickly, so we suggest building agendas in 15-minute increments to preserve attention. The days of 45-minute long PowerPoints are over (hopefully forever). While board members have a duty to care, the executive team has a duty not to bore them into covertly checking their text messages.
Bake in plenty of breaks (one 15-minute rest per 90 minutes of brain work) and think about building in 20-minute “walk breaks” in which two directors FaceTime each other while moving about for a candid conversation. Studies have shown simply moving outside can boost creative problem-solving. Be sure everyone knows this is coming up so they can arrange for appropriate clothing and shoes as needed. Take nothing for granted.
4. Spread sessions over a week or two. By distributing the agenda across a series of meetings directors can, for example, pose critical strategy questions in the first meeting and use the time before the next week’s session to reflect and gather information that may benefit their response. “Normally we'd have a three-day strategy session," says Shellye Archambeau, a director for several companies including Nordstrom and Verizon, reflecting on a recent meeting. “We broke it into one 2.5 to 3-hour session a week, for four weeks, instead."
5. Build psychological safety. One of the prerequisites to successful governance is establishing trust and familiarity among directors. "Boards have to make decisions, and they must deliberate, and you do that better if you know the people that you're with because you can capture the nuances of communication,” says Alfred Osborne, a governance expert at UCLA's Anderson School of Management and a veteran director at firms such as Times Mirror, Nordstrom, Wedbush, and Kaiser Aluminum.
Boards often develop comfort with one another in the serendipitous relationship-building that occurs in dinners and coffee breaks. Don’t lose this in a virtual context. In a remote-work environment, these serendipitous moments must be translated into purposefully planned agenda elements. Ferrazzi Greenlight designed a set of these that have been used successfully across the Fortune 100. The simplest, a “sweet and sour” check-in, has participants taking turns sharing one “sweet” thing for which they are grateful, and one “sour” thing with which they are struggling personally or professionally. Start with a particularly open board member who can get the ball rolling and set the vulnerable tone. Also, consider using a moderator to keep the group moving and encouraging directors to continue these conversations offline.
A deeper version of the sweet and sour, called a personal professional check in, can be used where the board members are asked to stretch themselves for up to 8-10 minutes about what they may be struggling with or dealing with personally and professionally. One-and-done is not the idea, these bonding meetings can be held once or twice a year as new board members join and a different question could be offered for each, like “what experience of your past contributes a great deal to how you see the world today?” or “What do you want your legacy to be?” Again, setting the tone is critical and giving people time in advance to consider these personal questions is appropriate. Don't worry about the willingness of members to share. This tool for building team commitment and trust is used in many of the most prestigious organizations, and particularly during this isolated, stressful time, people are more open to sharing their vulnerabilities than ever before.
6. Use breakout rooms productively. Once directors are clear on a topic, send them in groups of three into virtual breakouts for richer, more courageous dialogue. Having more than three people in the breakout can compromise psychological safety and candor. Introverts can easily hide in a larger room and you’re not as likely to hear equitably from all board members. These sessions can be as short as 10 minutes but 30 minutes is about the maximum needed to extract the small group’s wisdom. You need that candor and freedom to bulletproof ideas and challenge the wider discussion. Key questions should include: What risks should we bring to their attention? What help or resources could we offer, including introductions or best practices? Or, more simply, what’s not being said that needs to be said?
After the breakouts, the board should reconvene to hear the report-outs. By keeping the breakouts small, you avoid the pitfall of anodyne report-outs that deliver no impact. A small group that just shared openly would feel “betrayed” if their conclusions were watered-down before their eyes. The beauty of these small discussions is that you’ve guaranteed deeper and wider engagement rather than let a few voices dominate. “This has pushed us to build the inclusive practice of being more deliberate in making sure that every voice is heard,” notes Maxine Williams, Facebook’s Chief Diversity and Inclusion Officer and director for Massy Group.
If your schedule won’t allow for breakouts on every topic, at least build in time to ask for input. “At an in-person meeting, it’s possible to gauge the feel of the room and sense when some members of the group have something to say. It’s harder to pick up these cues in a virtual environment,” notes Matt Mullenweg, founder of WordPress and its parent company Automatic, an entirely remote-work organization with employees in more than 62 countries. He has been running remote board meetings for his company since 2014. We recommend you even schedule these candor breaks. Just stop and ask “what’s not being said.”
7. Replicate the dinner. The personal bonding that came with board dinners are hard to replicate online, but there are still ways to have directors connect with the wider executive team, learn more about the business, and develop intimate opinions on succession candidates. Two board members, for example, could each spend 25 minutes in a video chat with an executive. After each 25-minute mark, the executive would step into a “waiting room” while the directors confer about their new intel for a few minutes. After that break, the cycle begins again with a new executive. This can be done for an entire meeting, allowing board members to have informal discussion with executive team members to get a deeper and informal conversation similar to what they would have had over a dinner. Result: A better line of sight to risk and what’s really going on in the company.
8. Bring in guest stars. The ease of joining remote meetings creates an opportunity to widen the board’s perspective with new people. Why not program leading experts from around the globe for 5 or 10 minutes to deliver bite-sized insights and expertise? Potential guests may be easier to land, as they don’t need to schedule a full day of travel or more of their time. This benefit should extend to employees, as well, who could be told to be “on hand” as needed to briefly join the meeting to answer a question, allowing the board to make better-informed decisions faster. "Rather than flying a lot of the management team to a location," suggests Liz Huebner, a board member for REI and Blue Apron, "I can see having them join virtually to still ensure we get to hear from other parts of the business without the expense and disruption of having everyone travel.”
Conclusion
Social distancing measures are going to relax at some point, and our natural instincts will return to wanting more physical meetings. This would be a mistake. Remote is becoming a feature of boards and will be for years to come. Let’s not waste a precious opportunity to re-think what we do and make boards more effective at governance. With careful preparation, a commitment to candor and broader expert inclusion, remote board meetings can set new benchmarks for effective governance and unlock a new generation of innovative leadership practices.
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